Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such fee shall be payble in connection with simultaneous assignments to or by related Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Sources: Credit Agreement (Panolam Industries International Inc)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s 's rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure, Tranche A Term Loan Exposure or Tranche B Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof3,000,000, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof3,000,000, in the case of any assignment of a Term Loan, provided that simultaneous assignments unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consents each such consent not to two be unreasonably withheld or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participationsCommitment assigned, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 3500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such case no fee shall be payble in connection with simultaneous assignments to or by related Fundsrequired), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv2.7B(iii) and with respect to information requested under the Patriot Act, and (d) (1) ), except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)Agent and, if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Companywithheld. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Tranche A Term Loans and/or Tranche B Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(iv) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Sources: Credit Agreement (PRA International)
Amounts and Terms of Assignments. Any Lender Each Commitment or Term Loan, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a)) be assigned in any amount to another Lender, except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of the assigning Lender or another Lender, with the giving of notice to Borrower and Administrative Agent or (b) be assigned in an aggregate amount of not less than One Million Dollars ($1,000,000) with respect to Term Loans (or such lesser amount as shall constitute the aggregate amount of the Commitments, Term Loans and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Borrower and Administrative Agent and with the consent of Borrower and Administrative Agent (which consent of Borrower and Administrative Agent shall not be unreasonably withheld and which consent, in the case of Borrower, (x) shall be deemed to have been given if Borrower has not responded within five (5) Business Days of a request for such consent and (y) shall not be required at any time that an Event of Default has occurred and is continuing); provided that as long as no Event of Default has occurred and is continuing, after giving effect to any such assignment by an assigning Lender which is less than the total amount of such assigning Lender’s aggregate Term Loan, the aggregate amount of the Revolving Loan Exposure or such assigning Lender’s Term Loan Exposureheld by it shall not be less than One Million Dollars ($1,000,000). To the extent of any such assignment in accordance with either clause (a) or (b) above, as the case may be, of the assigning Lender and shall be relieved of its obligations with respect to its Commitments or Term Loans, or other Obligations or the assignee subject portion thereof so assigned. The parties to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent Agent, for its acceptance, an Assignment Agreement assignment agreement substantially in the form of Exhibit IX annexed hereto (or any other form approved by the Administrative Agent) via an electronic settlement system acceptable to designated by the Administrative Agent (or (B) manually execute if previously agreed with the Administrative Agent, via a manual execution and deliver to Administrative Agent an Assignment Agreementdelivery of the assignment), together with a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such fee shall be payble in connection with simultaneous assignments to or by related Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and i) such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement assignment agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv2.7B(iii)(a) and with respect (ii) for assignments to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and Eligible Assignee that is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of already a Lender or any an Affiliate or Approved Fund and of an assigning Lender, a processing fee of Three Thousand Five Hundred Dollars (II$3,500) (for which no Obligor shall have any assignment relating to the primary allocation responsibility or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Companyliability). Upon acceptance such execution, delivery, and recording by Administrative Agent pursuant to clause (ii) belowacceptance, from and after the effective date specified in such Assignment Agreementassignment agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreementassignment agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreementassignment agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement assignment agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..
Appears in 1 contract
Sources: Second Lien Credit Agreement (Beasley Broadcast Group Inc)
Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a)) be assigned in any amount to another Lender, except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of the assigning Lender or another Lender (in each case, other than a Non-Funding Lender or Impacted Lender), with the giving of notice to Borrower and Administrative Agent or (b) be assigned in an aggregate amount of not less than One Million Dollars ($1,000,000) with respect to Term Loans and Revolving Loans (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participation therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Borrower and Administrative Agent and with the consent of Borrower and Administrative Agent (which consent of Borrower and Administrative Agent shall not be unreasonably withheld and which consent, in the case of Borrower, (x) shall be deemed to have been given if Borrower has not responded within five (5) Business Days of a request for such consent and (y) shall not be required at any time that an Event of Default has occurred and is continuing) and, in connection with assignments of Revolving Loan Commitments, each L/C Issuer that is a Lender; provided that as long as no Event of Default has occurred and is continuing, after giving effect to any such assignment by an assigning Lender which is less than the total amount of such assigning Lender’s aggregate Term Loan, Revolving Loan Commitment, Revolving Loans or interest in any Letters of Credit, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the such assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Lender’s Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter interests in Letters of Credit participationsheld by it shall not be less than One Million Dollars ($1,000,000). To the extent of any such assignment in accordance with either clause (a) or (b) above, (c) the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent Agent, for its acceptance, an Assignment Agreement assignment agreement substantially in the form of Exhibit IX annexed hereto (or any other form approved by the Administrative Agent) via an electronic settlement system acceptable to designated by the Administrative Agent (or (B) manually execute if previously agreed with the Administrative Agent, via a manual execution and deliver to Administrative Agent an Assignment Agreementdelivery of the assignment), together with a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such fee shall be payble in connection with simultaneous assignments to or by related Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and i) such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement assignment agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv2.7B(iii)(a) and with respect (ii) for assignments to information requested under the Patriot Actany Eligible Assignee that is not already a Lender or an Affiliate or Approved Fund of an assigning Lender, and a processing fee of Three Thousand Five Hundred Dollars (d$3,500) (1for which no Obligor shall have any responsibility or liability); provided, that (y) Administrative Agent, (2) with respect assignments do not have to assignments of Revolving Loans and be ratable between the Revolving Loan Commitments, any Issuing Revolving Loans and participations in Letters of Credit, on one hand, and the Term Loans, on the other hand, but must be ratable among the obligations owing to and owed by such Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lenderthe Revolving Loans, any Affiliate Revolving Loan Commitments and participations in Letters of a Lender Credit or any Approved Fund the Term Loans, and (IIz) any assignment relating to the primary allocation or syndication of the Loans and Commitments assignments by Credit Suisse to Persons previously agreed with Company. Upon acceptance and recording by Administrative Agent pursuant Lenders who are Non-Funding Lenders due to clause (iia) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such assignment, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 2.1D(v). Upon such execution, delivery, and acceptance, and in the case of any assignment by a Cash Management Lender of all of its Commitments and Loans, receipt by the Administrative Agent of any evidence reasonably requested by it that such assigning Cash Management Lender has transferred or caused its Affiliate to transfer, as applicable, all Cash and Cash Equivalents of any Credit Party held by it or such Affiliate to an Eligible Assignee or another Lender in accordance with subsection 10.1F below, from and after the effective date specified in such Assignment Agreementassignment agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreementassignment agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreementassignment agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement assignment agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender the L/C Issuer with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender L/C Issuer with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than Notwithstanding anything to the contrary contained herein, GE Capital shall have the absolute right, without obligation to obtain any consent of the Obligors (but following consultation with the Borrower regarding the identity of the proposed assignee) or any Lender, to sell or assign to third parties such portion of GE Capital’s Commitments and Loans as provided GE Capital reasonably deems necessary to enable GE Capital and its Affiliates to ensure that they have no attributable stake in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated the Borrower for purposes of this Agreement as a sale by such Lender the regulations of a participation in such rights and obligations in accordance the FCC, or any successor agency thereto, or to otherwise comply with subsection 10.1C.FCC regulations.
Appears in 1 contract
Amounts and Terms of Assignments. Any Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender may assign or another Lender, with the giving of notice to one Company and Administrative Agent, or more (b) be assigned in an aggregate amount of not less than $1,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignees all Assignee with the consent of Company and Administrative Agent (which consent of Company and Administrative Agent shall not be unreasonably withheld or any portion of its rights and obligations under this Agreementdelayed); provided that, unless otherwise agreed to in writing by Company and Administrative Agent, the assigning Lender shall have, immediately after giving effect to such assignment, not less than an aggregate amount of $1,000,000 in Commitments, Loans and Letter of Credit; and provided further, however, that (a)x) upon the occurrence and during the continuance of an Event of Default, except or (1y) in the case of assignments by any of the Agents, or (z) in the case of an assignment of a funded Tranche A Term Loan, an assignment in accordance with this clause (b) may be made without the entire remaining amount consent of Company or Administrative Agent, upon the assigning Lender’s rights giving of notice to Company and obligations under this Agreement Administrative Agent. To the extent of any such assignment in accordance with either clause (a) or (2b) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lenderabove, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the assignee subject portion thereof so assigned. The parties to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500 500 in the case of assignments pursuant to clause (which fee Company shall not be obligated to pay except as required hereundera) above and assignments by any of the Agents, and provided that only one such fee shall be payble $2,000 in connection with simultaneous the case of all other assignments to or by related Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (32.7B(iii)(a), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.,
Appears in 1 contract
Sources: Credit Agreement (Sealy Corp)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure, Term Loan Exposure or Term Loan Synthetic Letter of Credit Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof5,000,000, in the case of any assignment of a Revolving Loan, or the Dollar Equivalent of $1,000,000 or an integral multiple thereof1,000,000, in the case of any assignment of a Term Loan, provided that simultaneous assignments or $2,500,000, in the case of any assignment of a Synthetic Letter of Credit Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to two be unreasonably withheld or more delayed and related Approved Funds shall be treated as one assignment assignor or assignee, as the case may be, for purposes of determining whether such the minimum assignment requirements are metrequirement), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participationsCommitment assigned, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) or, if previously agreed with Administrative Agent, manually execute and deliver to Administrative Agent an Assignment Agreement), together with and shall pay to Administrative Agent a processing and recordation fee of $3,500 (which fee Company shall not may be obligated to pay except as required hereunder, waived or reduced at the sole discretion of Administrative Agent and provided that only one such fee shall be payble payable in connection with the case of simultaneous assignments to or by related two or more Approved Funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters and with respect to information requested under the Patriot Act as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act2.7B(iii), and (d) (1) in the case of an assignment of all or a portion of a Revolving Loan Commitment of any Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and each Revolving Issuing Lender shall have given their prior written consent to such assignment, (3e) in the case of an assignment of all or a portion of a Synthetic Letter of Credit Commitment of any Lender, Administrative Agent and each Synthetic Letter of Credit Issuing Lender shall have given their prior written consent to such assignment, and (f), except in the case of an assignment to another Lender (and except as provided in subclauses (d) and (e) of this sentence), an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent and, if no Event of Default has occurred and is continuing under subsection 8.1continuing, 8.6 or 8.7, CompanyBorrower, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayedwithheld); provided that no consent of Company Borrower shall be required with respect to (I) any for an assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to during the primary allocation or syndication of the Supplemental Term Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance and recording identified by Administrative Agent pursuant to clause (ii) belowBorrower on or prior to the Restatement Date. Upon such execution, delivery and consent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V or Exhibit V VII annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Term Loans, Revolving Loans and/or outstanding Term or Synthetic Letter of Credit Loans, as the case may be, of the assignee and/or the assigning Lender. Without the consent of Administrative Agent, the Credit-Linked Deposit funded by any Synthetic Letter of Credit Lender shall not be released in connection with any assignment of its Synthetic Letter of Credit Commitment, but shall instead be purchased by the relevant assignee and continue to be held for application (if not already applied) pursuant to subsections 3.3B(ii) and 3.3C(i)(b) in respect of such assignee’s obligations under the Synthetic Letter of Credit Commitment assigned to it. Other than as provided in subsection 2.1A(iii2.1A(ii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Sources: Amendment Agreement (Brand Energy & Infrastructure Services, Inc)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 5,000,000, unless Administrative Agent otherwise consents (such consent not to be unreasonably withheld or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loandelayed), provided that simultaneous assignments to or by two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metthis clause (a), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, ; and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such fee shall be payble in connection with simultaneous assignments to or by related Funds)3,500, and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, information in compliance with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d), except in the case of an assignment to another Lender, an Affiliate of a Lender (provided that such Affiliate has a long-term non-credit enhanced unsecured debt rating of at least A- (in the case of S&P) or A3 (1in the case of ▇▇▇▇▇’▇)) or an Approved Fund of a Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)Agent and, if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayedwithheld); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(ii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s 's rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 1,000,000, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consents (each such consent not to be unreasonably withheld or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans or the Commitments assigned, assigned and in the case of any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan Loans or Letter of Credit participation participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s 's Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 if required by Administrative Agent (unless the assignee is already a Lender, an Affiliate or an Approved Fund of the assignor, in which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such case no fee shall be payble required, and in connection with simultaneous the case of assignments on the same day by a Lender to more than one fund managed, administered or advised by related Fundsthe same investment advisor (which funds are not then Lenders hereunder), only a single $3,500 fee shall be payable for all such assignments by such Lender to such funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv2.7B(iii) and with respect to information requested under the Patriot Act, and (d) (1) ), except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)Agent and, if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayedwithheld); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit, or participation therein or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a)) be assigned in any amount to (x) another Lender, except (1y) to an Affiliate of the assigning Lender or another Lender or (z) with respect to any Lender that is an investment fund that invests in commercial loans, any other investment fund that invests in commercial loans and that is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor, so long as, in the case of clauses (x), (y) or (z), any such Lender, is a Non-Defaulting Lender, with the giving of notice to Company and Administrative Agent or (b) be assigned in an assignment of the entire remaining aggregate amount of the assigning Lender’s rights and obligations under this Agreement not less than $5,000,000 (or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit, and participations therein and other Obligations of the assigning Lender) to any other Eligible Assignee with the consent of Administrative Agent and, if no Default or Event of Default has occurred and is continuing, of Company (which consent shall not be unreasonably withheld). To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender and shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit, or participations therein or other Obligations or the assignee subject portion thereof so assigned. The parties to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunderpayable by the assigning Lender, and provided that only one such fee shall be payble in connection with simultaneous assignments to or by related Funds)certificates, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates documents or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv2.7B(iii)(a) and and, if requested by Administrative Agent, a completed administrative questionnaire in Administrative Agent's customary form with respect to information requested the assignee under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Companysuch Assignment Agreement. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitments of such assignee and any remaining Commitments of such assigning Lender shalland, upon the effectiveness of if any such assignment or as promptly thereafter as practicableoccurs after the issuance of the Notes hereunder, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1Eshall surrender its applicable Notes and, upon such surrender, new Notes shall be issued to the assignee and/or and, if applicable, to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V, Exhibit VI or Exhibit V VII annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Term Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..
Appears in 1 contract
Sources: Credit Agreement (DMW Worldwide Inc)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met1,000,000, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan Loans or Letter of Credit participation participations shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunder, and provided that only one with such fee shall be payble being expressly not payable in connection with simultaneous assignments any assignment to or by related Fundsan Approved Fund of a Lender), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv2.7B(iii) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, and, in the case of the assignment of Revolving Loans or Revolving Loan Commitments, ▇▇▇▇▇ Fargo, if ▇▇▇▇▇ Fargo is an Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that that, (I) with respect to the Term Loans, no consent of Company or Administrative Agent shall be required with respect to (I) in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and of a Lender, (II) with respect to the Revolving Loans or any Revolving Loan Commitment, no consent of Company shall be required in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (III) no consent of Company shall be required in connection with any assignment relating to the primary allocation or syndication of the Term Loans and Commitments or Revolving Loans by Credit Suisse to Persons previously agreed with Company▇▇▇▇▇ Fargo. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Sources: Credit Agreement (FTD Group, Inc.)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (aA), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof5,000,000, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof1,000,00, in the case of any assignment of a Term Loan, provided that simultaneous Loan (in each case aggregating concurrent assignments by or to two or more related Affiliated Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metamount), unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consents (each such consent not to be unreasonably withheld or delayed), (bB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (cC) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such case no fee shall be payble in connection with simultaneous assignments to or by related Fundsrequired), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot ActSection 2.7(b)(iv), and (dD) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, each of (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1continuing, 8.6 Company and (3) solely in the case of assignments of all or 8.7any portion of a Revolving Loan Commitment, CompanyRevolving Loans and Letter of Credit participations, Issuing Lender shall have consented thereto (which with all such consents shall not to be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..
Appears in 1 contract
Sources: Credit Agreement (Grande Communications Holdings, Inc.)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Revolving Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, and in the case increments of any assignment of a Revolving Loan, or $1,000,000 in excess thereof and the aggregate amount of the Term Loans of the assigning Term Loan Lender and the assignee subject to each such assignment shall not be less than $1,000,000, unless the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or an integral multiple thereof, in the case of any assignment of a Term Loandelayed), provided that simultaneous assignments to or by two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metthis clause (a), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, ; and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Revolving Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to the Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee Company shall not may be obligated to pay except as required hereunder, and provided that only one such fee shall be payble waived by the Administrative Table of Contents Agent in connection with simultaneous assignments to or by related Fundsits sole discretion), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to the Administrative Agent information reasonably requested by the Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, information in compliance with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act), and (d) (1) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, the Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)Agent and, if no Event of Default or Potential Event of Default has occurred and is continuing under subsection 8.1continuing, 8.6 or 8.7, Companythe Borrower, shall have consented thereto (which consents each such consent shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to the Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V or Exhibit V annexed heretoVI, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(ii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Sources: Credit Agreement (Mosaic Co)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Domestic Loan Exposure or Term Canadian Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof10,000,000, in the case of any assignment of a Revolving Loan, unless each of Administrative Agent and, so long as no Event of Default under subsection 10.1, 10.6 or $1,000,000 10.7 has occurred and is continuing, Company otherwise consents (each such consent not to be unreasonably withheld or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Loan, Letter of Credit or Acceptance participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Loans, Letter of Credit and Acceptance participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such case no fee shall be payble in connection with simultaneous assignments to or by related Fundsrequired), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding Tax matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, 5.1B and (d) (1) ), except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitmentseach Joint Lead Arranger, any each affected Issuing Lender and Lender, each affected Swing Line Lender and (3)and, if no Event of Default under subsection 10.1, 10.6 or 10.7 has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, shall have consented thereto (which consents shall each such consent not to be unreasonably withheld or delayed). Notwithstanding the provisions of the preceding paragraph of this subsection, any Canadian Lender that is not resident in the United States of America for withholding tax purposes shall have the option to assign only its obligation to fund Canadian/U.S. Loans from time to time upon its receipt of a Notice of Borrowing relating thereto, together with all of its rights to receive payments of principal of and interest on such Loans (including any such Canadian/U.S. Loans theretofore funded and outstanding), to a U.S. Affiliate of such Canadian Lender (such an assignment, a “Canadian/U.S. Funding Assignment”); provided that no consent such assignment shall relieve such Canadian Lender of its obligation to fund Loans (including Canadian/U.S. Loans) under subsection 2.1A(ii). Any such assignment shall obligate the U.S. Affiliate of such Canadian Lender to make such Loans on behalf of such Canadian Lender, and Company shall be required an express and intended third-party beneficiary of any such assignment and shall have such rights and remedies against a U.S. Affiliate of any Canadian Lender with respect to (I) the funding of any assignment to a Lender, any Affiliate of a Canadian/U.S. Loan as Company would have against such Canadian Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant respect to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.Loan.
Appears in 1 contract
Sources: Credit Agreement (Safeway Inc)
Amounts and Terms of Assignments. Any Lender Each Loan, Loan Commitment, Letter of Credit or participation therein or other Obligation may assign (A) be assigned in any amount (of a constant and not a varying percentage) to one another Bank, or more Eligible Assignees all to an Affiliate of the assigning Bank or any portion another Bank, with the giving of its rights notice to the Borrower and obligations under this Agreement; provided that the Agent or (aB) be assigned in an amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Loans, Commitments, Letters of Credit or participations therein and other Obligations of the assigning Bank), except (1) to any other Eligible Assignee with the giving of notice to the Borrower and the Agent and with the consent of the Borrower and the Agent, in the case of an assignment made by a Bank other than the Agent, or with the consent of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) Borrower, in the case of an assignment to a Lender made by the Agent (which consent of the Borrower and the Agent shall not be unreasonably withheld or an Affiliate delayed). To the extent of a Lender or an Approved Fund of a Lenderany such assignment in accordance with this Section 11.05, the aggregate amount assigning Bank shall be relieved of the Revolving Loan Exposure its obligations with respect to its Loans, Commitments, Letters of Credit or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject participations therein. The parties to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent the Agent, for its acceptance and recording in its records, an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment AgreementAcceptance, together with, with respect to assignments that occur following the Effective Date, a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunder3,500, and provided that only one such fee shall be payble in connection with simultaneous assignments to or by related Funds)certificates, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates documents or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement and Acceptance may be required to deliver to Administrative the Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3Section 2.09(g)(iii), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowacceptance, from and after the effective date specified in such Assignment Agreementand Acceptance, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.such
Appears in 1 contract
Amounts and Terms of Assignments. Any Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate or Approved Fund of the assigning Lender may assign or another Lender, with the giving of notice to one Company and Administrative Agent, or more (b) be assigned in an aggregate amount of not less than $2,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender and its Affiliates) to any other Eligible Assignees all Assignee with the consent of Company and Administrative Agent (which consent of Company and Administrative Agent shall not be unreasonably withheld or any portion of its rights and obligations under this Agreementdelayed); provided that, unless otherwise agreed to in writing by Company and Administrative Agent or unless such assignment is for the assigning Lender's entire interest hereunder and under the other Loan Documents, the assigning Lender shall have, immediately after giving effect to such assignment, not less than an aggregate amount of $2,000,000 in Commitments, Loans and Letter of Credit; and provided further, however, that (a)x) upon the occurrence and during the continuance of an Event of Default, except or (1y) in the case of an assignments by GSCP or Fleet, assignments may be made without the consent 143 of Company, upon the giving of notice to Company and Administrative Agent (and compliance with the other conditions set forth in subsection 10.1). To the extent of any such assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement in accordance with either clause (a) or (2b) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lenderabove, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the assignee subject portion thereof so assigned. The parties to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500 500 in the case of assignments pursuant to clause (which fee Company shall not be obligated to pay except as required hereunder, a) above and provided that only one such fee shall be payble assignments by GSCP or Fleet and $2000 in connection with simultaneous the case of all other assignments to or by related Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent and the Company pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (32.7B(iii)(a), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender Lenders in accordance with subsection Subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term LoansCommitments, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..
Appears in 1 contract
Sources: Credit Agreement (Anthony Crane Rental Holdings Lp)
Amounts and Terms of Assignments. Any Each Commitment, Loan, Letter -------------------------------- of Credit or participation therein, or other Obligation may (a) be assigned in any amount to (x) another Lender, or to an Affiliate of the assigning Lender may assign or another Lender or (y) in the case of any Lender that is a fund that invests in bank loans, any other fund that invests in bank loans and is managed by the same investment advisor of such Lender or by an Affiliate of such investment advisor, in either case with the giving of notice to one Company and Administrative Agent, or more (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignees Assignee with the consent of Company and Administrative Agent (which consent of Company and Administrative Agent shall not be unreasonably withheld or delayed); provided that, in the case of an -------- assignment pursuant to clause (b) above, unless otherwise agreed to in writing by Company and Administrative Agent, the assigning Lender shall have, immediately after giving effect to such assignment, not less than an aggregate amount of $5,000,000 in Commitments, Loans and Letters of Credit (except to the extent such assigning Lender shall have assigned all or any portion of its rights Commitments, Loans, Letters of Credit and obligations under this Agreementparticipations therein, and other Obligations in connection with such assignment); and provided further, however, that (a)x) upon the occurrence and ---------------- ------- during the continuance of an Event of Default, except or (1y) in the case of assignments by ▇▇▇▇▇▇ Guaranty or (z) in the case of an assignment of a funded Term Loan, an assignment in accordance with this clause (b) may be made without the entire remaining amount consent of Company or Administrative Agent, upon the assigning Lender’s rights giving of notice to Company and obligations under this Agreement Administrative Agent. To the extent of any such assignment in accordance with either clause (a) or (2b) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lenderabove, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the assignee subject portion thereof so assigned. The parties to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500 500 in the case of assignments pursuant to clause (which fee Company shall not be obligated to pay except as required hereundera) above and assignments by ▇▇▇▇▇▇ Guaranty, and provided that only one such fee shall be payble $3,500 in connection with simultaneous the case of all other assignments to or by related Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (32.7B(iii)(a), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, -------- anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender Lenders in accordance with subsection Subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V, Exhibit VI, Exhibit VII or ---------- --------- ---------- ----------- Exhibit V VIII annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new ------------ Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..
Appears in 1 contract
Sources: Credit Agreement (Dominos Pizza Government Services Division Inc)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s 's rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure, Term B Loan Exposure, Supplemental Term Loan Exposure or Term Loan LC Facility Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof5,000,000, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof1,000,000, in the case of any assignment of a Term Loan, provided that simultaneous assignments or $2,500,000, in the case of any assignment of a LC Facility Loan, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to two be unreasonably withheld or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participationsCommitment assigned, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such fee shall be payble in connection with simultaneous assignments to or by related Funds), at Administrative Agent's discretion) and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters and with respect to information requested under the Patriot Act as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act2.7B(iii), and (d) (1) in the case of an assignment of all or a portion of a Revolving Loan Commitment of any Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and each Revolving Issuing Lender shall have given their prior written consent to such assignment, (3e) in the case of an assignment of all or a portion of a LC Facility commitment of any Lender, Administrative Agent and each LC Facility Issuing Lender shall have given their prior written consent to such assignment, and (f), except in the case of an assignment to another Lender (and except as provided in subclauses (d) and (e) of this sentence), an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent and, if no Event of Default has occurred and is continuing under subsection 8.1continuing, 8.6 or 8.7, CompanyBorrower, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayedwithheld); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by 130 it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Term B Loans and/or outstanding Revolving Loans and/or outstanding Supplemental Term Loans and/or LC Facility Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Sources: Credit Agreement (Brand Services)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 5,000,000, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consents (each such consent not to be unreasonably withheld or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (AI) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (BII) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 3,500, copies of all of which shall be provided promptly to the Company; provided, however , that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee Company shall not be obligated to pay except as required hereunderrequired, and provided that only one such processing and recordation fee shall be payble required in connection with simultaneous concurrent assignments to two or by related more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv2.7B(viii) and with respect to information requested under the Patriot Act, (d), except in the case of an assignment to another Lender or an Affiliate of a Lender or an Approved Fund of a Lender, each of (I) Administrative Agent and (dII) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, shall have consented thereto (in each case, which consents shall not be unreasonably withheld or delayed), (e) solely in the case of assignments of all or any portion of a Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, Swing Line Lender and Issuing Lender shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent ) and (f) in the case of Company shall be required with respect to (I) any an assignment to an Approved Fund of a Lender, if no Event of Default has occurred and is continuing, promptly following such assignment, Company shall have received notice thereof from Administrative Agent, which such notice shall be delivered promptly upon the execution of an Assignment Agreement clearly identifying the assignment to an Approved Fund. No assignments shall be made to hedge funds without the consent of the Company (unless an Event of Default has occurred and is continuing). No such assignment shall be made (A) to a Borrower or any Affiliate of a such Borrower’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any Approved Fund and of its Affiliates or Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (IIB), (C) to a natural person, or (D) to any assignment relating Person that, through its applicable lending office, is not capable of lending the applicable Alternative Currencies to the primary allocation relevant Borrower without the imposition of any additional Indemnified Taxes or syndication (E) to any Competitor. No such assignment shall be made to any Person that, through its Funding and Payment Offices, is not capable of lending the Loans and Commitments by Credit Suisse applicable Alternative Currencies to Persons previously agreed with Companythe relevant Borrowers without the imposition of additional Indemnified Taxes. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of of, and shall become, a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Sources: Credit Agreement (Ferroglobe PLC)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than One Million Dollars ($5,000,000 or an integral multiple thereof1,000,000), in the case of any assignment of a Revolving Loan, or One Million Dollars ($1,000,000 or an integral multiple thereof1,000,000), in the case of any assignment of a Term Loan, provided that simultaneous assignments unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to two be unreasonably withheld or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participationsCommitment assigned, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500 3,500) (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such case no fee shall be payble in connection with simultaneous assignments to or by related Fundsrequired), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax Tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act2.7B(iii), and (d) (1) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)Agent and, if no Event of Default has occurred and is continuing under subsection 8.1continuing, 8.6 or 8.7, CompanyBorrower, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent . Assignments, either in whole or in part, of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate ’s Revolving Loan Exposure and Term Loan Exposure to Affiliates of a such Lender or any an Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Companysuch Lender may be made on a non-pro rata basis. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Credit Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit, such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, Notes to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV III-1, Exhibit III-2 or Exhibit V IV annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.this
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a)) be assigned in any amount to another Lender, except (1) in the case of or to an assignment of the entire remaining amount Affiliate of the assigning Lender or another Lender’s rights , with the giving of notice to Company and obligations under this Agreement the consent of Administrative Agent (which consent shall not be unreasonably withheld) or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $2,500,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of the assigning Lender Credit and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assignedparticipations therein, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part other Obligations of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter ) to any other Eligible Assignee with the consent of Credit participations, Company (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee except that consent of $3,500 (which fee Company shall not be obligated to pay except as required hereunder, after the occurrence and provided that only one such fee shall be payble in connection with simultaneous assignments to or by related Funds), during the continuance of an Event of Default) and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire (which consent of Company and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent provided, that, except as permitted by the next sentence hereof, any such assignment in accordance with either clause (a) or (b) above made on or before February 1, 2000 shall effect a pro rata assignment (based on the respective principal amounts thereof then outstanding or in effect) of Company each of the Commitments of such Lender and each of the Loans of such Lender. The foregoing proviso shall be required with respect not apply to (I) any assignment by a Lender to a an Affiliated Fund of such Lender, any Affiliate of a Lender or any Approved Fund if and (II) any assignment relating only if such assignor and assignee agree to the primary allocation or syndication of vote their interests in the Loans and Commitments together as if such interests were held by Credit Suisse to Persons previously agreed with Company. Upon acceptance a single entity, and recording by Administrative Agent pursuant to clause (ii) below, from and after expressly agree for the effective date specified in such Assignment Agreement, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all benefit of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease parties hereto to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested bound by the assignee and/or the assigning Lender in accordance with provisions of subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.2.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof1,000,000, in the case of any assignment of a Term LoanLoan (or $250,000 in the case of any assignment of a Term Loan by a Lender or an Approved Fund to a Lender or an Approved Fund that in each case has, provided or is affiliated with or managed by a Lender with Affiliates and/or Approved Funds that simultaneous assignments collectively have, aggregate Term Loan Exposure of not less than $1,000,000), unless Administrative Agent otherwise consents (such consent not to two be unreasonably withheld or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participationsCommitment assigned, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such case no fee shall be payble in connection with simultaneous assignments to or by related Fundsrequired), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv2.7B(iii) and with respect to information requested under the Patriot Act, and (d) (1) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)and, if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, and recording by Administrative Agent pursuant to clause (ii) belowdelivery and consent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, Loans of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.10.1C. Notwithstanding the foregoing, in the case of an assignment to an Eligible Assignee which is, immediately prior to such assignment, an Affiliate of the assigning Lender or an Approved Fund of the assigning Lender, such assignment shall be effective between such assigning Lender and its Affiliate or Approved Fund (as the case may be) immediately without compliance with the conditions for assignment under this subsection 10.1B, but shall not be effective with respect to Company, Administrative Agent, any Issuing Lender or any Lender, and Company, Administrative Agent, each Issuing Lender and each Lender shall be entitled to deal solely and directly with such assigning Lender under any such assignment, in each case, until the conditions for assignment under this subsection 10.1B have been complied with.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof10,000,000, in the case of any assignment of a Revolving Loan, unless Administrative Agent and, so long as no Event of Default under subsection 8.1, 8.6 or $1,000,000 or an integral multiple thereof8.7 has occurred and is continuing, in the case of any assignment of a Term Loan, Borrower consents (each such consent not to be unreasonably withheld); provided that simultaneous assignments to two or more related Funds Borrower shall be treated as one deemed to have consented to any such assignment for purposes of determining whether such minimum assignment requirements are metunless it shall object thereto by written notice to the Administrative Agent within fifteen (15) Business Days after having received written notice thereof, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, and any assignment of all or any portion of a Revolving Commitment or Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans Commitment and Letter of Credit participationsLoans, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such case no fee shall be payble in connection with simultaneous assignments to or by related Fundsrequired), provided that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment, and (d), except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent and, if no Event of Default under subsection 8.1, 8.6 or 8.7 has occurred and is continuing, Borrower consents (each such consent not to be unreasonably withheld); provided that Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within fifteen (15) Business Days after having received written notice thereof. The Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding Tax matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..
Appears in 1 contract
Sources: Term Credit Agreement (Safeway Inc)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), ) except (1I) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2II) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Exposure, Term Loan Exposure, or obligations in respect of Incremental Term Loans, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, 10,000,000.00 (or $1,000,000 or an integral multiple thereof, 250,000.00 in the case of any assignment of a Term LoanLoan by a Lender or an Approved Fund to a Lender or an Approved Fund that in each case has, provided or is affiliated with or managed by a Lender with Affiliates and/or Approved Funds that simultaneous assignments collectively have, aggregate Term Loan Exposure of not less than $1,000,000.00), unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consents (each such consent not to two be unreasonably withheld or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 3,500.00 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such case no fee shall be payble in connection with simultaneous assignments to or by related Fundsrequired), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent an Administrative Questionnaire and other information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv2.7B(iii) and with respect to information requested under the Patriot Act, and (d) (1) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)Agent and, if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayedwithheld); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Amounts and Terms of Assignments. Any Each Loan, Commitment, Letter of Credit or participation therein or other Obligation may (a) be assigned in any amount (of a constant and not a varying percentage) to another Lender, or to an Affiliate or Related Fund of the assigning Lender may assign or another Lender, with the giving of notice to one or more Eligible Assignees all or any portion of its rights Borrowers’ Agent and obligations under this AgreementAdministrative Agent; provided that that, if such Related Fund is not a Lender, such assignment shall be in an amount not less than $1,000,000 in the case of a Term Loan and $2,500,000 in the case of a Revolving Loan Commitment, Letter of Credit or participation therein or other Obligation or (a)b) be assigned in an amount (of a constant and not a varying percentage) of not less than $1,000,000 in the case of a Term Loan and $2,500,000 in the case of a Revolving Loan Commitment, except Letter of Credit or participation therein or other Obligation (1or such lesser amount (X) as shall constitute the aggregate amount of all Loans, Commitments, Letters of Credit or participations therein and other Obligations of the assigning Lender or (Y) so long as, after giving effect to such assignment and any other assignments concurrently being made to the assignee, such assignee receives not less than $1,000,000 of Term Loans, or $2,500,000 of Revolving Loans, Commitments, or other Obligations assigned to it) to any other Eligible Assignee with the giving of notice to Borrowers’ Agent and Administrative Agent and, if no Event of Default shall have occurred and be continuing, with the consent of Borrowers’ Agent and Administrative Agent, in the case of an assignment made by a Lender other than Administrative Agent, or with the consent of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) Borrowers’ Agent, in the case of an assignment made by Administrative Agent (which consent of Borrowers’ Agent and Administrative Agent shall not be unreasonably withheld, withdrawn, delayed or denied; provided that the inability of an Eligible Assignee to a Lender satisfy the requirements set forth in subsection 2.7C(iv) of this Agreement, if applicable, shall constitute reasonable grounds for withholding such consent); and provided further, however, that any assignment in accordance with clause (b) either after the occurrence and during the continuation of an Event of Default or an Affiliate of a Lender or an Approved Fund of a Lender, if required by applicable law shall not require the aggregate amount consent of the Revolving Loan Exposure Borrowers’ Agent or Term Loan Exposurethe Company. To the extent of any such assignment in accordance with either clause (a) or (b) above, as the case may be, of the assigning Lender and shall be relieved of its obligations with respect to its Loans, Commitments, Letters of Credit or participations therein or other Obligations or the assignee subject portion thereof so assigned. The parties to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment AgreementAcceptance, together with, with respect to assignments which occur following the Third Restatement Date, a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such fee shall be payble in connection with simultaneous assignments to or by related Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver payable to Administrative Agent information reasonably requested by Administrative Agent, including (except in the case of an administrative questionnaire assignment in which an affiliate of CGMI is assignor or assignee) and such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding and foreign tax withholding matters as the assignee under such Assignment Agreement and Acceptance may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (32.7C(iv), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowacceptance, from and after the effective date specified in such Assignment Agreementand Acceptance, (xy) the assignee thereunder shall be a party hereto and a “Lender” hereunder to the extent of the portion of any such Obligation or Commitment so assigned hereunder and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreementand Acceptance, shall have the rights and obligations of a Lender hereunder and shall be deemed hereunder, including, without limitation, the obligation in subsection 10.20 to have made maintain the confidentiality of all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related non-public information received by it pursuant to such rights and obligations this Agreement and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreementand Acceptance, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations (except as otherwise provided in subsection 10.11) under this Agreement (and, in the case of an Assignment Agreement and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto); provided that, anything contained in any if the assignee of the Loan Documents to the contrary notwithstanding, if such assigning Lender is an Issuing Affiliate of such Lender, such assignee shall not be entitled to receive any greater amount pursuant to subsections 2.6E or 2.7 than the assigning Lender would have been entitled to receive in respect of the amount of the assignment effected by such assigning Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder)such Affiliate had no such assignment occurred. The Commitments hereunder shall be modified to reflect the Commitments of such assignee and any remaining Commitments of such assigning Lender shalland, upon the effectiveness of if any such assignment or as promptly thereafter as practicable, surrender its Notesoccurs after the issuance of a Note to the assigning Lender hereunder, if anyrequested pursuant to subsection 2.1G(iv), to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or upon surrender of the assigning Lender in accordance with subsection 2.1ELender’s Note, be issued upon request to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV IV-A, Exhibit IV-B, Exhibit IV-C1, Exhibit IV-C2, Exhibit V, or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous (aggregating concurrent assignments to two or more related Affiliated Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metamount), unless each of Administrative Agent and, so long as no Potential Event of Default or Event of Default has occurred and is continuing, Company otherwise consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee Company shall not be obligated to pay except as required hereunder, and required); provided that only one such fee shall be payble required in connection with simultaneous concurrent assignments to two or by related more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) ), except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)Agent and, if no Potential Event of Default or Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayedwithheld); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an act as Issuing Lender until the cancellation it resigns or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunderis removed as provided in Subsection 10.21). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(ii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple and in increments of $1,000,000 in excess thereof, in the case of any assignment of a Revolving Loan, unless Administrative Agent otherwise consents (such consent not to be unreasonably withheld or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loandelayed), provided that simultaneous assignments to or by two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metthis clause (a), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, ; and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such fee shall be payble in connection with simultaneous assignments to or by related Funds)3,500, and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent (with a copy to the Borrower promptly following its request) information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, information in compliance with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act), and (d) (1) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)Agent and, if no Event of Default or Potential Event of Default has occurred and is continuing under subsection 8.1continuing, 8.6 or 8.7, Companythe Borrower, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayedwithheld); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B9.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender such Lender shall continue to have all rights and obligations of an the Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(ii) and subsection 10.59.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B 9.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.9.1C.
Appears in 1 contract
Sources: Credit Agreement (Unitrin Inc)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s 's rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Delayed Draw Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than One Million Dollars ($5,000,000 or an integral multiple thereof1,000,000), in the case of any assignment of a Revolving Loan, or One Million Dollars ($1,000,000 or an integral multiple thereof1,000,000), in the case of any assignment of a Delayed Draw Term Loan, provided that simultaneous assignments unless Administrative Agent otherwise consents (such consent not to two be unreasonably withheld or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participationsCommitment assigned, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500 3,500) (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such case no fee shall be payble in connection with simultaneous assignments to or by related Fundsrequired), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act2.7B(iii), and (d) (1) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, Agent shall have consented thereto (which consents consent shall not be unreasonably withheld or delayed); provided that no consent , and (e) except in the case of Company shall be required with respect to (I) any an assignment to a another Lender, any an Affiliate of a Lender or any an Approved Fund and (II) any assignment relating to of a Lender or a commercial bank organized under the primary allocation or syndication laws of the Loans United States of America or any state thereof or the District of Columbia and, if no Event of Default or Potential Event of Default has occurred and Commitments by Credit Suisse to Persons previously agreed with Companyis continuing, Borrower shall have consented thereto (which consent shall not be unreasonably withheld or delayed). Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Credit Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, Notes (if any, ) to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit EXHIBIT III or EXHIBIT IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Delayed Draw Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), ) except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a LenderAgreement, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 5,000,000, unless Administrative Agent otherwise consents (such consent not to be unreasonably withheld or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loandelayed), provided that simultaneous assignments to or by two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metthis clause (a), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments assigned, the Commitment assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such fee shall be payble in connection with simultaneous assignments to or by related Funds)3,500, and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, information in compliance with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) except in the case of an assignment to another Lender, an Affiliate of a Lender (1provided that such Affiliate has a long-term non-credit enhanced unsecured debt rating of at least A- (in the case of S&P) or A3 (in the case of ▇▇▇▇▇’▇)) or an Approved Fund of a Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)Agent and, if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(ii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender Each Loan, Commitment, Letter of Credit or participation therein or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a)) be assigned in any amount (of a constant and not a varying percentage) to another Lender, except or to an Affiliate or Related Fund of the assigning Lender or another Lender, with the giving of notice to Borrowers’ Agent and Administrative Agent (1) provided that, if such Related Fund is not a Lender, such assignment shall be in an amount not less than $1,000,000 in the case of a Term Loan or Term Loan Commitment and $2,500,000 in the case of a US Revolving Loan Commitment, Multicurrency Revolving Loan Commitment, Letter of Credit or participation therein or other Obligation) or (b) be assigned in an amount (of a constant and not a varying percentage) of not less than $1,000,000 in the case of a Term Loan or Term Loan Commitment and $2,500,000 in the case of a US Revolving Loan Commitment, Multicurrency Revolving Loan Commitment, Letter of Credit or participation therein or other Obligation (or such lesser amount (X) as shall constitute the aggregate amount of all Loans, Commitments, Letters of Credit or participations therein and other Obligations of the assigning Lender or (Y) so long as, after giving effect to such assignment and any other assignments concurrently being made to the assignee, such assignee receives not less than $1,000,000 of Term Loans or Term Loan Commitment, or $2,500,000 of US Revolving Loans, Multicurrency Revolving Loans, Commitments, or other Obligations assigned to it) to any other Eligible Assignee with the giving of notice to Borrowers’ Agent and Administrative Agent and, if no Event of Default shall have occurred and be continuing, with the consent of Borrowers’ Agent and Administrative Agent (which consent of Borrowers’ Agent and Administrative Agent shall not be unreasonably withheld, withdrawn, delayed or denied; provided that the inability of an Eligible Assignee to satisfy the requirements set forth in subsection 2.7C(v) of this Agreement, if applicable, shall constitute reasonable grounds for withholding such consent; provided further, that it shall also be reasonable for Borrowers’ Agent to withhold consent to an assignment of the entire remaining Multicurrency Revolving Loan Commitments or Swiss Revolving Loans to an entity that is not a Qualifying Bank or Qualifying Intragroup Creditor if such assignment would cause withholding tax to be imposed on the Swiss Revolving Loans; provided further, that it shall also be reasonable for Borrowers’ Agent to withhold consent to an assignment of Tranche D Term Loans, Tranche D Term Loan Commitment, or Multicurrency Revolving Loan Commitment if, the assigned amount is less than the Dollar Equivalent of €50,000); and provided yet further, however, that any assignment in accordance with clause (b) made by Administrative Agent or Syndication Agent or their respective Affiliates as part the primary syndication or any assignment made by any Lender after the occurrence and during the continuation of an Event of Default or if required by applicable law shall not require the consent of the assigning Lender’s rights and obligations under this Agreement Borrowers’ Agent. To the extent of any such assignment in accordance with either clause (a) or (2b) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lenderabove, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes relieved of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and its obligations under this Agreement with respect to the Loans or Commitments assignedits Loans, and any assignment of all or any portion of a Revolving Loan CommitmentCommitments, Revolving Loan or Letter Letters of Credit participation shall be made only as an assignment of or participations therein or other Obligations or the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the portion thereof so assigned. The parties to each assignment shall (A) electronically execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment Agreement and Acceptance via an electronic settlement system acceptable to the Administrative Agent or (B) manually execute or, if previously agreed with the Administrative Agent, manually), and deliver shall pay to the Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee Company shall not may be obligated to pay except as required hereunder, and provided that only one such fee shall be payble waived or reduced in connection with simultaneous assignments to or by related Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by sole discretion of the Administrative Agent, including an administrative questionnaire ) and such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding and foreign tax withholding matters as the assignee under such Assignment Agreement and Acceptance may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (32.7C(v), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowacceptance, from and after the effective date specified in such Assignment Agreementand Acceptance, (xy) the assignee thereunder shall be a party hereto and a “Lender” hereunder to the extent of the portion of any such Obligation or Commitment so assigned hereunder and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreementand Acceptance, shall have the rights and obligations of a Lender hereunder and shall be deemed hereunder, including, without limitation, the obligation in subsection 10.20 to have made maintain the confidentiality of all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related non-public information received by it pursuant to such rights and obligations this Agreement and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreementand Acceptance, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations (except as otherwise provided in subsection 10.11) under this Agreement (and, in the case of an Assignment Agreement and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto); provided that, anything contained in any if the assignee of the Loan Documents to the contrary notwithstanding, if such assigning Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness Affiliate of such assignment Lender, such assignee shall not be entitled to receive any greater amount pursuant to subsections 2.6D(iii) or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or 2.7 than the assigning Lender would have been entitled to receive in accordance with respect of the amount of the assignment effected by such assigning Lender to such Affiliate had no such assignment occurred. The Commitments hereunder shall be modified to reflect the Commitments of such assignee and any remaining Commitments of such assigning Lender and, if any such assignment occurs after the issuance of a Note to the assigning Lender hereunder, if requested pursuant to subsection 2.1E2.1G(iv), new Notes shall be issued upon request to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV IV-A, Exhibit IV-B, Exhibit IV-C, Exhibit IV-D, Exhibit V, or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof1,000,000, in the case of any assignment of a Term LoanLoan (or $250,000 in the case of any assignment of a Term Loan by a Lender or an Approved Fund to a Lender or an Approved Fund that in each case has, provided or is affiliated with or managed by a Lender with Affiliates and/or Approved Funds that simultaneous assignments collectively have, aggregate Term Loan Exposure of not less than $1,000,000), unless Administrative Agent otherwise consents (such consent not to two be unreasonably withheld or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participationsCommitment assigned, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee Company shall not be obligated to pay except as required hereunderand provided, and provided further, that only one such recordation fee shall will be payble in connection with simultaneous charged where multiple assignments are made by a single assignor to multiple Approved Funds administered or managed by the same Person, or by related Fundsmultiple Approved Funds administered or managed by the same Person to a single assignee), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv2.7B(iii) and with respect to information requested under the Patriot Act, and (d) (1) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)and, if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, and recording by Administrative Agent pursuant to clause (ii) belowdelivery and consent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, Loans of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.10.1C. Notwithstanding the foregoing, in the case of an assignment to an Eligible Assignee which is, immediately prior to such assignment, an Affiliate of the assigning Lender or an Approved Fund of the assigning Lender, such assignment shall be effective between such assigning Lender and its Affiliate or Approved Fund (as the case may be) immediately without compliance with the conditions for assignment under this subsection 10.1B, but shall not be effective with respect to Company, Administrative Agent, any Issuing Lender or any Lender, and Company, Administrative Agent, each Issuing Lender and each Lender shall be entitled to deal solely and directly with such assigning Lender under any such assignment, in each case, until the conditions for assignment under this subsection 10.1B have been complied with.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), ) except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a LenderAgreement, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 5,000,000, unless Administrative Agent otherwise consents (such consent not to be unreasonably withheld or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loandelayed), provided that simultaneous assignments to or by two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metthis clause (a), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments assigned, the Commitment assigned and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such fee shall be payble in connection with simultaneous assignments to or by related Funds)3,500, and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, information in compliance with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) except in the case of an assignment to another Lender, an Affiliate of a Lender (1provided that such Affiliate has a long-term non-credit enhanced unsecured debt rating of at least A- (in the case of S&P) or A3 (in the case of ▇▇▇▇▇’▇)) or an Approved Fund of a Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)Agent and, if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayed); provided provided, that no consent of Company shall be required with respect deemed to (I) have consented to any such assignment of Loans or Commitments unless it shall object thereto by written notice to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with CompanyAdministrative Agent within 5 Business Days after having received notice thereof. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.to
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s 's rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure, Term Loan Exposure or Term Offshore Loan Exposure, Exposure as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof1,000,000, in the case of any assignment of a Revolving Loan, Term Loan or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Offshore Loan, provided that simultaneous assignments unless Administrative Agent otherwise consents, such consent not to two be unreasonably withheld or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participationsCommitment assigned, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 3,500, at Administrative Agent's discretion (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such case no fee shall be payble in connection with simultaneous assignments to or by related Fundsrequired), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act2.7B(iii), and (d) (1) in the case of an assignment of all or a portion of a Revolving Loan Commitment of any Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and Issuing Lender shall have given their prior written consent to such assignment, and (3e), except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent and, if no Event of Default has occurred and is continuing under subsection 8.1continuing, 8.6 or 8.7, CompanyBorrowers' Agent, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayedwithheld); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, 145 shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B11.11B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender Lender, such Lender shall continue to have all rights and obligations of an Issuing Lender until the date such Issuing Lender has been replaced in accordance with subsection 11.3 and thereafter, with respect to any Letters of Credit issued prior to such date until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shallshall (in the case of the Offshore Notes), or if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E2.1E (in the case of the Term Notes, Revolving Notes or Swing Line Notes) be issued to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V, Exhibit VI or Exhibit V VII annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans and/or outstanding Offshore Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(iv) and subsection 10.511.7, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B 11.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.11.1C.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign may, without the consent of Borrower, assign, to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided provided, that no Lender may assign any portion of its rights or obligations under this Agreement pursuant to this Section 8.1(b)(i) if such assignment would result in there being more than three (3) Lenders hereunder (including the Initial Lender), except that the foregoing limitation shall not apply upon the occurrence and during the continuation of any Event of Default; provided, further, that (a), ) except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as principal amount of the case may be, Loans of the assigning Lender and the assignee subject to each such assignment shall not be less than Five Hundred Thousand Dollars ($5,000,000 or an 500,000) (or, if less, the entire remaining amount of such Lender’s Loans) and shall be in integral multiple thereof, in amounts of Five Hundred Thousand Dollars ($500,000) (or the case entire remaining amount of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metLender’s Loans), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments Loan assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent Borrower an Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such fee shall be payble in connection with simultaneous assignments to or by related Funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent Borrower information reasonably requested by Administrative AgentBorrower, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax Tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent Borrower pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3Section 2.6B(iii), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution and recording by Administrative Agent pursuant to clause (ii) belowdelivery, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8BSection 8.9) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, Notes to Administrative Agent Borrower for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the new principal amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender, as the case may be. Other than as provided in subsection 2.1A(iii) and subsection 10.5Section 8.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B Section 8.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.Section 8.1C.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Acceptance, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a)) be assigned in any amount to an Eligible Assignee that is another Lender, except (1) in the case of or to an assignment Affiliate of the entire remaining assigning Lender or another Lender, with the giving of notice to Company and each Primary Agent or (b) be assigned in an aggregate amount of not less than $10,000,000 (or such lesser amount as shall constitute the Aggregate Commitment, Loans, Letters of Credit and participations therein, Acceptances and other Obligations of the assigning Lender’s rights ) to any other Eligible Assignee upon notice to the Primary Documentation Agent and obligations under this Agreement with the consent of Company and Administrative Agent (which consent of Company and Administrative Agent shall not be unreasonably withheld); provided that any such assignment in accordance with either clause (a) or (2b) in the case of shall effect an assignment to of either (1) a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount proportionate share of the Revolving Loan Exposure Tranche A Domestic Commitment or Term Loan Exposure, as the case may be, Tranche B Domestic Commitment of the assigning Lender and all corresponding Loans and interests in Letters of Credit (in the assignee subject to each such case of the Tranche A Domestic Commitment) of the assigning Lender or (2) except as set forth in the next paragraph of this subsection, a proportionate share of the Tranche A Canadian Commitment of the assigning Lender and all corresponding Loans and Acceptances of the assigning Lender; and provided further that no assignment of less than all of any Lender's Aggregate Commitment, and all related Loans, Letters of Credit and participations therein, Acceptances and other Obligations, shall not be result in the assigning Lender having an Aggregate Commitment of less than $5,000,000 or an integral multiple thereof20,000,000, in the case of any assignment of a Revolving LoanLender other than Administrative Agent, Primary Documentation Agent, Syndication Agent or any Agent, or $1,000,000 50,000,000 (or an integral multiple thereofsuch smaller amount as may be consented to by Company, in its sole discretion), in the case of Administrative Agent, Primary Documentation Agent, Syndication Agent or any Agent. To the extent of any such assignment of a Term Loan, provided that simultaneous assignments to two in accordance with the preceding clause (a) or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial of this subsection 13.1B, the 124 131 assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, Acceptances or other Obligations or the portion thereof so assigned. Notwithstanding the provisions of the preceding paragraph of this subsection, any Canadian Lender that is not resident in the United States of America for withholding tax purposes shall have the option to assign only its obligation to fund Canadian/U.S. Loans from time to time upon its receipt of a Notice of Borrowing relating thereto, together with all of its rights to receive payments of principal of and interest on such Loans (including any such Canadian/U.S. Loans theretofore funded and outstanding), to a U.S. Affiliate of such Canadian Lender (such an assignment, a "CANADIAN/U.S. FUNDING ASSIGNMENT"); provided no such assignment shall relieve such Canadian Lender of its obligation to fund Loans (including Canadian/U.S. Loans) under subsection 2.1A(ii). Any such assignment shall obligate the U.S. Affiliate of such Canadian Lender to make such loans on behalf of such Canadian Lender, and Company shall be made as an express and intended third-party beneficiary of any such assignment of a proportionate part of all the assigning Lender’s and shall have such rights and obligations under this Agreement remedies against a U.S. Affiliate of any Canadian Lender with respect to the Loans or Commitments assigned, and funding of any assignment of all or Canadian/U.S. Loan as Company would have against such Canadian Lender with respect to such Loan. If any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as Canadian Lender proposing to make an assignment of its Tranche A Canadian Commitments, Tranche A Canadian Loans and Acceptances in accordance with the same proportionate part first paragraph of this subsection 13.1B, has theretofore entered into a Canadian/U.S. Funding Assignment with its U.S. Affiliate, such Lender and its U.S. Affiliate shall jointly enter into such proposed assignment so that the conditions set forth in clause (b) of the assigning first paragraph of this subsection 13.1B are satisfied as if such Canadian Lender and its U.S. Affiliate were a single Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the . The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Primary Documentation Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunder3,000, and provided that only one such fee shall be payble in connection each case with simultaneous assignments to or by related Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Primary Documentation Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed5.1B(iii)(a); provided that no consent of Company such processing or recordation fee shall be required payable in connection with respect to (I) any Canadian/U.S. Funding Assignment, any assignment to a Lender, any Affiliate described in clause (a) of a Lender subsection 13.1B(i) or any Approved Fund and (II) any assignment relating undertaken pursuant to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Companysubsection 5.3. Upon such execution, delivery, and acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed (z) except as set forth with respect to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (y) Canadian/U.S. Funding 125 132 Assignments, the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided thatno assignment hereunder shall impair any rights the assigning Lender may have under subsections 2.6D, anything contained in 3.5A, 5.1, 13.2 or 13.3 with respect to matters arising prior to such assignment. The Commitments hereunder shall be modified to reflect the Commitment(s) of such assignee and any remaining Commitments of such assigning Lender (it being agreed that a Canadian/U.S. Funding Assignment shall not affect the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration Tranche A Canadian Commitment of any Letters of Credit issued by it Lender) and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lenderassignee, substantially in the form of Exhibit IV IV-A, Exhibit IV-B or Exhibit V IV-C annexed hereto, as the case may beapplicable, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..
Appears in 1 contract
Sources: Credit Agreement (Safeway Inc)
Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a)) be assigned in any amount to another Lender, except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of the assigning Lender or another Lender (in each case, other than a Non-Funding Lender or Impacted Lender), with the giving of notice to Borrower and Administrative Agent or (b) be assigned in an aggregate amount of not less than One Million Dollars ($1,000,000) with respect to Term Loans and Revolving Loans (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participation therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Borrower and Administrative Agent and with the consent of Borrower and Administrative Agent (which consent of Borrower and Administrative Agent shall not be unreasonably withheld and which consent, in the case of Borrower, (x) shall be deemed to have been given if Borrower has not responded within five (5) Business Days of a request for such consent and (y) shall not be required at any time that an Event of Default has occurred and is continuing) and, in connection with assignments of Revolving Loan Commitments, each L/C Issuer that is a Lender; provided that as long as no Event of Default has occurred and is continuing, after giving effect to any such assignment by an assigning Lender which is less than the total amount of such assigning Lender’s aggregate Term Loan, Revolving Loan Commitment, Revolving Loans or interest in any Letters of Credit, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the such assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Lender’s Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter interests in Letters of Credit participationsheld by it shall not be less than One Million Dollars ($1,000,000). To the extent of any such assignment in accordance with either clause (a) or (b) above, (c) the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall (A) electronically execute and deliver to Administrative Agent Agent, for its acceptance, an Assignment Agreement assignment agreement substantially in the form of Exhibit VII annexed hereto (or any other form approved by the Administrative Agent) via an electronic settlement system acceptable to designated by the Administrative Agent (or (B) manually execute if previously agreed with the Administrative Agent, via a manual execution and deliver to Administrative Agent an Assignment Agreementdelivery of the assignment), together with a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such fee shall be payble in connection with simultaneous assignments to or by related Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and i) such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement assignment agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv2.7B(iii)(a) and with respect (ii) for assignments to information requested under the Patriot Actany Eligible Assignee that is not already a Lender or an Affiliate or Approved Fund of an assigning Lender, and a processing fee of Three Thousand Five Hundred Dollars (d$3,500) (1for which no Credit Party shall have any responsibility or liability); provided, that (y) Administrative Agent, (2) with respect assignments do not have to assignments of Revolving Loans and be ratable between the Revolving Loan Commitments, any Issuing Revolving Loans and participations in Letters of Credit, on one hand, and the Term Loans, on the other hand, but must be ratable among the obligations owing to and owed by such Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lenderthe Revolving Loans, any Affiliate Revolving Loan Commitments and participations in Letters of a Lender Credit or any Approved Fund the Term Loans, and (IIz) any assignment relating to the primary allocation or syndication of the Loans and Commitments assignments by Credit Suisse to Persons previously agreed with Company. Upon acceptance and recording by Administrative Agent pursuant Lenders who are Non-Funding Lenders due to clause (iia) of the definition of Non-Funding Lender shall be subject to the Administrative Agent’s prior written consent in all instances, unless in connection with such assignment, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 2.1D(v). Upon such execution, delivery, and acceptance, and in the case of any assignment by a Cash Management Lender of all of its Commitments and Loans, receipt by the Administrative Agent of any evidence reasonably requested by it that such assigning Cash Management Lender has transferred or caused its Affiliate to transfer, as applicable, all Cash and Cash Equivalents of any Credit Party held by it or such Affiliate to an Eligible Assignee or another Lender in accordance with subsection 10.1F below, from and after the effective date specified in such Assignment Agreementassignment agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreementassignment agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreementassignment agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement assignment agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender the L/C Issuer with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender L/C Issuer with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender. If requested by the assignee, Notes shall be issued to such assignee, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be. For the avoidance of doubt, if an assigning Lender assigns all of its Commitments and Loans, such assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, any to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), ) except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Term Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous (aggregating concurrent assignments to or by two or more related Affiliated Funds shall be treated as one assignment for the purposes of determining whether such minimum assignment requirements are metamount), unless each of Administrative Agent and, so long as no Event of Default under subsection 8.1, 8.6 or 8.7 has occurred and is continuing, Company otherwise consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such fee shall be payble in connection with simultaneous assignments to or by related Funds)3,500, and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States U.S. 509265-1822-13506-Active.15159325.22 federal income tax Tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, Agent and (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under (relating to any Event of Default described in subsection 8.1, 8.6 or 8.7) has occurred and is continuing, Company, shall have consented thereto (which consents shall not be unreasonably withheld withheld) or delayed)denied consent thereto, which consent or denial shall be made by Company promptly; provided that no consent of Company shall be required with respect to (I) in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) of a Lender; provided, further, that no consent of Administrative Agent shall be required in the case of any assignment relating of Term Loans to the primary allocation a Lender, any Affiliate of a Lender or syndication any Approved Fund of the Loans and Commitments by Credit Suisse to Persons previously agreed with Companya Lender. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, insertions to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, Loans of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous (aggregating concurrent assignments to or by two or more related Affiliated Funds shall be treated as one assignment for the purposes of determining whether such minimum assignment requirements are metamount), unless each of Administrative Agent and, so long as no Event of Default under subsection 8.1, 8.6 or 8.7 has occurred and is continuing, Company otherwise consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee Company shall not be obligated to pay except as required hereunderrequired, and provided that only one such processing and recordation fee shall be payble required in connection with simultaneous concurrent assignments to or by related two or more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax Tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, Agent and (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under (relating to any Event of Default described in subsection 8.1, 8.6 or 8.7) has occurred and is continuing, Company, shall have consented thereto (which consents shall not be unreasonably withheld withheld) or delayeddenied consent thereto, which consent or denial shall be made by Company promptly (and in any case within five Business Days after the date written notice thereof has been delivered by the assigning Lender (through Administrative Agent)); provided that no consent of Company shall be required with respect to (I) in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (II) in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse DB to Persons previously agreed that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States so long as such assignment is made in consultation with Company; provided, further, that no consent of Administrative Agent shall be required in the case of any assignment of Loans to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Sources: Second Lien Credit Agreement (IntraLinks Holdings, Inc.)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof5,000,000, in the case unless each of any assignment Administrative Agent and, so long as no Event of a Revolving LoanDefault has occurred and is continuing, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metCompany otherwise consents, (b) each partial assignment shall be made as an assignment of a proportionate part of all of the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such case no fee shall be payble in connection with simultaneous assignments to or by related Fundsrequired), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv2.7B(iii) and with respect to information requested under the Patriot Act, and (d) (1) ), except in the case of an assignment to another Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)Agent and, if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayedwithheld); provided . Administrative Agent agrees that no it will, as a courtesy to the Company, make reasonable efforts to notify the Company if Administrative Agent becomes aware of any Lender’s intent to make an assignment of any portion of its Commitments hereunder which would require the consent of Company Company, it being agreed, however, that the failure of Administrative Agent to provide such notice shall be required with respect not constitute grounds for the Company’s refusal of consent to (I) any assignment assignment, and shall not expose Administrative Agent to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Companyliability. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV V or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(ii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple and in increments of $1,000,000 in excess thereof, in unless the case of any assignment of a Revolving Loan, Administrative Agent otherwise consents (such consent not to be unreasonably withheld or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loandelayed), provided that simultaneous assignments to or by two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metthis clause (a), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, ; and any assignment of all or any portion of a Revolving Loan Commitment, Commitment or Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Commitment or Revolving Loans and Letter of Credit participationsLoans, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to the Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee Company shall not may be obligated to pay except as required hereunder, and provided that only one such fee shall be payble waived by the Administrative Agent in connection with simultaneous assignments to or by related Fundsits sole discretion), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to the Administrative Agent information reasonably requested by the Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, information in compliance with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection Subsection 2.7B(iv) and with respect to information requested under the Patriot Act), and (d) (1) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, the Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and the Swing Line Lender and (3)and, if no Event of Default or Potential Event of Default has occurred and is continuing under subsection 8.1continuing, 8.6 or 8.7, Companythe Borrower, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayedwithheld); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8BSubsection 9.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to the Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection Subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV III or Exhibit V annexed heretoIV, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iiiSubsection 2.1A(ii) and subsection 10.5Subsection 9.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B Subsection 9.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.Subsection 9.1C.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s 's rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 5,000,000, unless Administrative Agent otherwise consents (such consent not to be unreasonably withheld or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loandelayed), provided that simultaneous assignments to or by two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metthis clause (a), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, ; and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s 's Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such fee shall be payble in connection with simultaneous assignments to or by related Funds)3,500, and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, information in compliance with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act), and (d) (1) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)Agent and, if no Event of Default or Potential Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayedwithheld); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender such Lender shall continue to have all rights and obligations of an the Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(ii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a)) be assigned in any amount to another Lender, except (1) in the case of or to an assignment of the entire remaining amount Affiliate or Affiliated Fund of the assigning Lender or another Lender’s rights , with the giving of notice to Company and obligations under this Agreement Administrative Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $3,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender or as may be consented to by Company and Agents) to any other Eligible Assignee, treating any two or more Affiliated Funds with the assignee subject same investment advisor as a single Eligible Assignee, with the giving of notice to Company and with the consent of Company (unless an Event of Default has occurred and is continuing) and, with respect to all Lenders other than DLJ, Syndication Agent and Administrative Agent (which consent of Company, Syndication Agent and Administrative Agent shall not be unreasonably withheld or delayed). To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500 (2,500 unless the assignor is DLJ, or assignee is an Affiliate or an Affiliated Fund of a Lender, in which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such case no fee shall be payble in connection with simultaneous assignments to or by related Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire required) and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (32.7B(iii)(a), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B11.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The If any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit EXHIBIT IV or Exhibit V OR EXHIBIT IV-A, annexed hereto, or as provided in the Increased Commitments Agreement, in the case of the Term Notes (other than the Term Notes evidencing the Acquisition Term Loans), as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Term Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, 1,000,000 (or $1,000,000 or an integral multiple thereof, 250,000 in the case of any assignment of a Term LoanLoan by a Lender or an Approved Fund to a Lender or an Approved Fund that in each case has, provided or is affiliated with or managed by a Lender with Affiliates and/or Approved Funds that simultaneous assignments collectively have, aggregate Term Loan Exposure of not less than $1,000,000), unless Administrative Agent otherwise consents (such consent not to two be unreasonably withheld or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments Loan assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such case no fee shall be payble in connection with simultaneous assignments to or by related Fundsrequired), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv2.7B(iii) and with respect to information requested under the Patriot Act, and (d) (1) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)and, if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, and recording by Administrative Agent pursuant to clause (ii) belowdelivery and consent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, Loans of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.10.1C. Notwithstanding the foregoing, in the case of an assignment to an Eligible Assignee which is, immediately prior to such assignment, an Affiliate of the assigning Lender or an Approved Fund of the assigning Lender, such assignment shall be effective between such assigning Lender and its Affiliate or Approved Fund (as the case may be) immediately without compliance with the conditions for assignment under this subsection 10.1B, but shall not be effective with respect to Company, Administrative Agent, any Issuing Lender or any Lender, and Company, Administrative Agent, each Issuing Lender and each Lender shall be entitled to deal solely and directly with such assigning Lender under any such assignment, in each case, until the conditions for assignment under this subsection 10.1B have been complied with.
Appears in 1 contract
Amounts and Terms of Assignments. Any Each Commitment, Loan or -------------------------------- other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender may assign or another Lender, with the giving of notice to one Company and Administrative Agent, or more (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans and other Obligations of the assigning Lender) to any other Eligible Assignees all Assignee with the consent of Company and Administrative Agent (which consent of Company and Administrative Agent shall not be unreasonably withheld or any portion of its rights and obligations under this Agreementdelayed); provided that, unless otherwise agreed to in writing by Company and -------- Administrative Agent, the assigning Lender shall have, immediately after giving effect to such assignment, not less than an aggregate amount of $5,000,000 in Commitments and Loans; and provided further, however, that -------- ------- ------- (a)x) upon the occurrence and during the continuance of an Event of Default, except or (1y) in the case of assignments by GSCP or ▇▇▇▇▇▇ Guaranty, or (z) in the case of an assignment of a funded Loan, an assignment in accordance with this clause (b) may be made without the entire remaining amount consent of Company or Administrative Agent, upon the assigning Lender’s rights giving of notice to Company and obligations under this Agreement Administrative Agent. To the extent of any such assignment in accordance with either clause (a) or (2b) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lenderabove, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the assignee subject portion thereof so assigned. The parties to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500 500 in the case of assignments pursuant to clause (which fee Company shall not be obligated to pay except as required hereundera) above and assignments by GSCP or ▇▇▇▇▇▇ Guaranty, and provided that only one such fee shall be payble $2000 in connection with simultaneous the case of all other assignments to or by related Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (32.7B(iii)(a), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B9.9B) and be released from its obligations under this Agreement (and, in the 138 case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender Lenders in accordance with subsection Subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V or Exhibit V VI annexed ---------- --------- ---------- hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..
Appears in 1 contract
Sources: Credit Agreement (Sealy Corp)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof1,000,000, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof1,000,000, in the case of any assignment of a Term LoanLoan (or $250,000 in the case of any assignment of a Term Loan by a Lender or an Approved Fund to a Lender or an Approved Fund that in each case has, provided or is affiliated with or managed by a Lender with Affiliates and/or Approved Funds that simultaneous assignments collectively have, aggregate Term Loan Exposure of not less than $1,000,000), unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consents (each such consent not to two be unreasonably withheld or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such case no fee shall be payble in connection with simultaneous assignments to or by related Fundsrequired), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv2.7B(iii) and with respect to information requested under the Patriot Act, and (d) (1) ), except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)Agent and, if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayedwithheld); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to -------------------------------- one or more Eligible Assignees all or any portion of its rights and obligations 150 under this Agreement; provided that (a), except (1) in the case of an -------- assignment of the entire remaining amount of the assigning Lender’s 's rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Affiliated Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, 3,500,000 in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of Loan and/or a Term Loan, provided that simultaneous assignments unless Agent otherwise consents, such consent not to two be unreasonably withheld or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participationsCommitment assigned, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Affiliated Fund of the assignor, in which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such case no fee shall be payble in connection with simultaneous assignments to or by related Fundsrequired), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act2.7B(iii), and (d) (1) Administrative Agent, (2) with respect to assignments except in the case of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any an assignment to a another Lender, any an Affiliate of a Lender or any Approved an Affiliated Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Companya Lender, Agent shall have consented thereto. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan -------- Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, Notes to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with ---------- --------- appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not 151 comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or and Term Loan Exposure, as the case may beLoans, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous (aggregating concurrent assignments to two or more related Affiliated Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metamount), unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan Loan, Term Loans or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans, Term Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee Company shall not be obligated to pay except as required hereunderrequired, and provided that only one such processing and recordation fee shall be payble required in connection with simultaneous concurrent assignments to two or by related more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, each of (1A) Administrative Agent, (2B) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1continuing, 8.6 or 8.7if such assignment is to an Eligible Assignee having primary capital of less than $250,000,000, CompanyBorrower and (C) Swing Line Lender and each Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayedwithheld); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent Borrower for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form forms of Exhibit IV or and Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(ii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Amounts and Terms of Assignments. Any Each Commitment, Loan, Letter -------------------------------- of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender may assign or another Lender, with the giving of notice to one Company and Administrative Agent, or more (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute 153 the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignees all Assignee with the consent of Company and Administrative Agent (which consent of Company and Administrative Agent shall not be unreasonably withheld or any portion of its rights and obligations under this Agreementdelayed); provided that, unless otherwise agreed -------- to in writing by Company and Administrative Agent, the assigning Lender shall have, immediately after giving effect to such assignment, not less than an aggregate amount of $5,000,000 in Commitments, Loans and Letter of Credit; and provided further, however, that (a)x) upon the occurrence and -------- ------- ------- during the continuance of an Event of Default, except or (1y) in the case of assignments by GSCP or ▇▇▇▇▇▇ Guaranty, or (z) in the case of an assignment of a funded Tranche A Term Loan, an assignment in accordance with this clause (b) may be made without the entire remaining amount consent of Company or Administrative Agent, upon the assigning Lender’s rights giving of notice to Company and obligations under this Agreement Administrative Agent. To the extent of any such assignment in accordance with either clause (a) or (2b) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lenderabove, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the assignee subject portion thereof so assigned. The parties to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500 500 in the case of assignments pursuant to clause (which fee Company shall not be obligated to pay except as required hereundera) above and assignments by GSCP or ▇▇▇▇▇▇ Guaranty, and provided that only one such fee shall be payble $2000 in connection with simultaneous the case of all other assignments to or by related Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (32.7B(iii)(a), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to -------- the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender Lenders in accordance with subsection Subsection 2.1E, be issued to the assignee and/or to the assigning 154 Lender, substantially in the form of Exhibit IV IV, Exhibit V or Exhibit V VI ---------- --------- ---------- annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Tranche A Term LoansLoan, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..
Appears in 1 contract
Sources: Credit Agreement (Sealy Corp)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, (in the each case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous aggregating concurrent assignments to two or more related Affiliated Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metamount), unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consent (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee Company shall not be obligated to pay except as required hereunderrequired, and provided that only one such processing and recordation fee shall be payble required in connection with simultaneous concurrent assignments to two or by related more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv2.7B(vii) and with respect to information requested under the Patriot Act, and (d) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, each of (1a) Administrative Agent, (2b) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1continuing, 8.6 or 8.7, CompanyBorrower and (c) Swing Line Lender and Issuing Lender, shall have consented thereto (which consents shall not be unreasonably withheld or delayedwithheld); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder); provided further that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from the Lender’s having been a Defaulting Lender. The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(ii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Sources: Credit Agreement (Thoratec Corp)
Amounts and Terms of Assignments. Any Lender Each Loan, Commitment, Letter of Credit or participation therein or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a)) be assigned in any amount (of a constant and not a varying percentage) to another Lender, except or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Borrowers' Agent and Administrative Agent or a Related Fund of such Lender; PROVIDED THAT, if such Related Fund is not a Lender, such assignment shall be in an amount not less than $1,000,000 in the case of a Term Loan and $5,000,000 in the case of a Revolving Loan Commitment, Letter of Credit or participation therein or other Obligation or (1b) be assigned in an amount (of a constant and not a varying percentage) of not less than $1,000,000 in the case of a Term Loan and $5,000,000 in the case of a Revolving Loan Commitment, Letter of Credit or participation therein or other Obligation (or such lesser amount (X) as shall constitute the aggregate amount of all Loans, Commitments, Letters of Credit or participations therein and other Obligations of the assigning Lender or (Y) so long as, after giving effect to such assignment and any other assignments concurrently being made to the assignee, such assignee receives not less than $1,000,000 of Term Loans, or $5,000,000 of Revolving Loans, Commitments, or other Obligations assigned to it) to any other Eligible Assignee with the giving of notice to Borrowers' Agent and Administrative Agent and, if no Event of Default shall have occurred and be continuing, with the consent of Borrowers' Agent and Administrative Agent, in the case of an assignment made by a Lender other than Administrative Agent, or with the consent of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) Borrowers' Agent, in the case of an assignment made by Administrative Agent (which consent of Borrowers' Agent and Administrative Agent shall not be unreasonably withheld, withdrawn, delayed or denied; PROVIDED that the inability of an Eligible Assignee to a Lender satisfy the requirements set forth in subsection 2.7C(iv) of this Agreement, if applicable, shall constitute reasonable grounds for withholding such consent); and PROVIDED FURTHER, HOWEVER, that any assignment in accordance with clause (b) either after 141 the occurrence and during the continuation of an Event of Default or an Affiliate of a Lender or an Approved Fund of a Lender, if required by applicable law shall not require the aggregate amount consent of the Revolving Loan Exposure Borrowers' Agent or Term Loan Exposurethe Company. To the extent of any such assignment in accordance with either clause (a) or (b) above, as the case may be, of the assigning Lender and shall be relieved of its obligations with respect to its Loans, Commitments, Letters of Credit or participations therein or other Obligations or the assignee subject portion thereof so assigned. The parties to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment AgreementAcceptance, together with, with respect to assignments which occur following the Closing Date, a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such fee shall be payble in connection with simultaneous assignments to or by related Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver payable to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding and foreign tax withholding matters as the assignee under such Assignment Agreement and Acceptance may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (32.7C(iv), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowacceptance, from and after the effective date specified in such Assignment Agreementand Acceptance, (xy) the assignee thereunder shall be a party hereto and a "Lender" hereunder to the extent of the portion of any such Commitment so assigned hereunder and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreementand Acceptance, shall have the rights and obligations of a Lender hereunder and shall be deemed hereunder, including, without limitation, the obligation in subsection 10.20 to have made maintain the confidentiality of all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related non-public information received by it pursuant to such rights and obligations this Agreement and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreementand Acceptance, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations (except as otherwise provided in subsection 10.11) under this Agreement (and, in the case of an Assignment Agreement and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto); provided PROVIDED that, anything contained in any if the assignee of the Loan Documents to the contrary notwithstanding, if such assigning Lender is an Issuing Affiliate of such Lender, such assignee shall not be entitled to receive any greater amount pursuant to subsections 2.6E or 2.7 than the assigning Lender would have been entitled to receive in respect of the amount of the assignment effected by such assigning Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder)such Affiliate had no such assignment occurred. The Commitments hereunder shall be modified to reflect the Commitments of such assignee and any remaining Commitments of such assigning Lender shalland, upon the effectiveness of if any such assignment or as promptly thereafter as practicable, surrender its Notesoccurs after the issuance of a Note to the assigning Lender hereunder, if anyrequested pursuant to subsection 2.1G(iv), to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or upon surrender of the assigning Lender in accordance with subsection 2.1ELender's Note, be issued upon request to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V EXHIBIT IV, EXHIBIT V, EXHIBIT VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) In the event that a Lender assigns the full amount of its Term Loans and subsection 10.5Revolving Loans, its Revolving Loan Commitments and its other Obligations and such Lender has an Offshore Loan Commitment, any assignment or transfer by a Lender outstanding Offshore Loans at the time of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such assignment, such Lender must also assign the full amount of a participation in such rights Offshore Loans to an Eligible Assignee and obligations the full amount of such Offshore Loan Commitment in accordance with subsection 10.1C.the terms of this paragraph.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided PROVIDED that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s 's rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof2,500,000, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof1,000,000, in the case of any assignment of a Term LoanLoan (or $250,000 in the case of any assignment of a Term Loan by a Lender or an Approved Fund to a Lender or an Approved Fund that in each case has, provided or is affiliated with or managed by a Lender with Affiliates and/or Approved Funds that simultaneous assignments collectively have, aggregate Term Loan Exposure of not less than $1,000,000, unless Administrative Agent and, so long as no Event of Default under subsections 8.1, 8.6 or 8.7 has occurred and is continuing, Company otherwise consents (such consent not to two be unreasonably withheld or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participationsCommitment assigned, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such case no fee shall be payble in connection with simultaneous assignments to or by related Fundsrequired), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)and, if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, and recording by Administrative Agent pursuant to clause (ii) belowdelivery and consent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of 119 this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided PROVIDED that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV EXHIBIT IV, EXHIBIT V or Exhibit V EXHIBIT VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, Loans of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.10.1C. Notwithstanding the foregoing, in the case of an assignment to an Eligible Assignee which is, immediately prior to such assignment, an Affiliate of the assigning Lender or an Approved Fund of the assigning Lender, such assignment shall be effective between such assigning Lender and its Affiliate or Approved Fund (as the case may be) immediately without compliance with the conditions for assignment under this subsection 10.1B, but shall not be effective with respect to Company, Administrative Agent, any Issuing Lender or any Lender, and Company, Administrative Agent, each Issuing Lender and each Lender shall be entitled to deal solely and directly with such assigning Lender under any such assignment, in each case, until the conditions for assignment under this subsection 10.1B have been complied with.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Tranche B Term Loan Exposure or Bridge Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 1,000,000, unless Administrative Agent and, so long as no Event of Default has occurred or an integral multiple thereofis continuing, in the case of any assignment of a Revolving Loan, Company otherwise consents (such consent not to be unreasonably withheld or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participationsCommitment assigned, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such case no fee shall be payble in connection with simultaneous assignments to or by related Fundsrequired), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act2.8B(iii), and (d) (1) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)Agent and, if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayedwithheld); provided , provided, that no consent of Company shall be required in connection with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse BNP Paribas to Persons previously agreed that are Eligible Assignees, and (e) any assignment of any Bridge Loan shall also constitute an assignment of a proportionate amount of the assigning Lender’s Subordinated Loan Commitment, and in connection with Company. Upon acceptance any such assignment, in addition to the documentation described in clause (c) above, the Eligible Assignee (if it is not already a Lender with Bridge Loan Exposure) shall execute and recording deliver to Administrative Agent a counterpart signature page to the Subordinated Loan Agreement which signature page shall be deposited by Administrative Agent in escrow, where it shall be part of the Subordinated Loan Documents held pursuant to clause (ii) belowthe Escrow Agreement. Upon such execution, delivery and consent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Tranche B Term Loans and/or outstanding Bridge Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(iv) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.10.1C. Notwithstanding anything to the contrary herein or in any Assignment Agreement, in the case of an assignment to a Person meeting the criteria of clause (i) of the definition of the term “Eligible Assignee” of the assigning Lender, such assignment shall be effective between such assigning Lender and such Eligible Assignee immediately without compliance with the conditions for assignment under this subsection 10.1B, but shall not be effective with respect to any Loan Party, Administrative Agent, any other Agent, any Issuing Lender, any Swing Line Lender or any Lender, and each Loan Party, Administrative Agent, each other Agent, each Issuing Lender, each Swing Line Lender and each Lender shall be entitled to deal solely and directly with such assigning Lender under any such assignment, in each case, until the conditions for assignment under subsection 10.1B have been complied with.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender Each Commitment or Loan may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a)) be assigned in any amount to another Lender, except (1) in the case of or to an assignment of the entire remaining amount Affiliate or Approved Fund of the assigning Lender or another Lender’s rights , with the giving of notice to Borrower and obligations under this Agreement Administrative Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $1,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure Commitments or Term Loan Exposure, as the case may be, Loans of the assigning Lender) to any other Eligible Assignee treating any two or more Approved Funds with the same investment advisor as a single Eligible Assignee with the giving of notice to Borrower and with the consent of Borrower (unless a Potential Event of Default or an Event of Default has occurred and is continuing) and Administrative Agent (which consent of Borrower and Administrative Agent shall not be unreasonably withheld or delayed). To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender and shall be relieved of its obligations with respect to its Commitments or Loans or the assignee subject portion thereof so assigned. The parties to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500 (which provided that (i) no such processing and recordation fee Company shall not be obligated to pay except as required hereunderpayable if the assignee is an Affiliate of the assignor or a Person under common management with the assignor, and provided that (ii) only one such fee shall be payble required in connection with a simultaneous assignments assignment to or by related Funds), a group of Approved Funds with the same investment advisor) and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, such forms (including an administrative questionnaire and such formsif the Eligible Assignee is not a Lender), certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (32.7B(iii)(a), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon such execution, delivery, acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations hereunder, and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E2.1D, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IX, Exhibit XII or Exhibit V XIII annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (aA), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or Lender, an Approved Fund of a Lender, an Affiliated Debt Investor or a Permitted Holder, the aggregate amount of the Revolving Term Loan Exposure or Term Revolving Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof1,000,000, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof1,000,000, in the case of any assignment of a Term Loan, provided that simultaneous Loan (in each case aggregating concurrent assignments by or to two or more related Affiliated Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metamount), unless each of Administrative Agent and, so long as no Event of Default under Section 7.1, Section 7.6 or Section 7.7 has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (bB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (cC) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee Company shall not be obligated to pay except as required hereunder, and provided that only no more than one such fee shall be payble payable in connection with simultaneous assignments to or by related two or more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(ivSection 2.7(b)(iv) and with respect (D), except in the case of an assignment to information requested under the Patriot Actanother Lender, and (d) an Affiliate of a Lender, an Approved Fund of a Lender, an Affiliated Debt Investor or a Permitted Holder, each of (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default under Section 7.1, Section 7.6 or Section 7.7 has occurred and is continuing under subsection 8.1continuing, 8.6 Company and (3) solely in the case of assignments of all or 8.7any portion of a Revolving Loan Commitment, CompanyRevolving Loans and Letter of Credit participations, Swing Line Lender and Issuing Lender, shall have consented thereto (which with all such consents shall not to be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) for any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to assignments made during the primary allocation or initial syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance and recording any lenders set forth on the initial allocation list provided by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (x) the assignee thereunder shall be a party hereto and, Company on or prior to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder)Amendment No. The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.3 Effective Date.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof1,000,000, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof1,000,000, in the case of any assignment of a Term Loan, provided that simultaneous (in each case aggregating concurrent assignments to two or more related Affiliated Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metamount), unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (AI) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (BII) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee Company shall not be obligated to pay except as required hereunderrequired, and provided that only one such processing and recordation fee shall be payble required in connection with simultaneous concurrent assignments to two or by related more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, (d), except in the case of an assignment to another Lender or an Affiliate of a Lender or an Approved Fund of a Lender, each of (I) Administrative Agent and (dII) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, (e) solely in the case of assignments of all or any portion of a Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, Swing Line Lender and Issuing Lender shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent ) and (f) in the case of Company shall be required with respect to (I) any an assignment to an Approved Fund of a Lender, if no Event of Default has occurred and is continuing, promptly following such assignment, Company shall have received notice thereof from Administrative Agent, which such notice shall be delivered promptly upon the execution of an Assignment Agreement clearly identifying the assignment to an Approved Fund. No such assignment shall be made (A) to a Borrower or any Affiliate of a such Borrower’s Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any Approved Fund and of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (IIB), (C) to a natural person, or (D) to any assignment relating Person that, through its applicable lending office, is not capable of lending the applicable Alternative Currencies to the primary allocation or syndication relevant Borrower without the imposition of any additional Indemnified Taxes. No such assignment shall be made to any Person that, through its Funding and Payment Offices, is not capable of lending the Loans and Commitments by Credit Suisse applicable Alternative Currencies to Persons previously agreed with Companythe relevant Borrowers without the imposition of additional Indemnified Taxes. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of of, and shall become, a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV III or Exhibit V IV annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Tranche A Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.10.1C. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Company and Administrative Agent, the applicable pro rata share of Revolving Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Revolving Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
Appears in 1 contract
Sources: Credit Agreement (Hexcel Corp /De/)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s 's rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 5,000,000, unless Administrative Agent otherwise consents, such consent not to be unreasonably withheld or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed, (b) each partial assignment shall be made as an represent the assignment by the assigning Lender of a proportionate part ratable portion of all such Lender's Tranche A Loan Exposure and Tranche A Commitments, on the one hand, and Tranche B Loan Exposure and Tranche B Commitments, on the other hand, and concurrently with any such assignment the assigning Lender’s rights and obligations under this Agreement with respect Lender shall assign to the Loans or Commitments assigned, and any assignment of all or any same assignee a ratable portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the such assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations's Pooled Facility Exposure, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 5,000 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such case no fee shall be payble in connection with simultaneous assignments to or by related Fundsrequired), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent a counterpart to the Intercreditor Agreement (as a "Pooled Facility Lender" thereunder) and such other documents and information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act2.7B(iii), and no such assignment shall be effective unless and until such Assignment Agreement is accepted by Administrative Agent and recorded in the Register as provided in subsection 10.1B(ii), (d) (1) Administrative Agentany such Assignment Agreement shall include an assignment by the assigning Lender and an assumption by the assignee of a ratable portion of the assigning Lender's loss sharing obligations thereunder, (2e) with respect except in the case of an assignment to assignments another Lender, an Affiliate of Revolving Loans a Lender or an Approved Fund of a Lender, Administrative Agent and Revolving Loan Commitments, any each Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that , and (f) no consent of Company assignment by a Defaulting Lender shall be required permitted unless such Defaulting Lender or assignee has funded such Defaulting Lender's defaulted funding obligations with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Companyparticipations in Letters of Credit, if any. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and hereunder, (y) the assignee shall be deemed a party to have made all of the agreements of a Lender contained in Intercreditor Agreement and, to the Loan Documents arising out of or otherwise related to such extent that rights and obligations have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a "Pooled Facility Lender" and a "Creditor Party" thereunder (as such terms are defined in the Intercreditor Agreement) and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement and the Intercreditor Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party heretohereto but shall continue to be entitled to the benefits of subsection 10.9; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E2.1F, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV-A or Exhibit V IV-B annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.10.1C. Except as otherwise provided in this subsection 10.1, no Lender shall, as between Borrowers and such Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment or transfer of, or any granting of participations in, all or any part of its Commitments or Loans, Letters of Credit or participations therein or the other Obligations owed to such Lender.
Appears in 1 contract
Sources: Debtor in Possession Credit Agreement (Covanta Energy Corp)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such fee shall be payble payable in connection with simultaneous assignments to or by related Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with CompanyFund. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E2.1G, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Sources: Credit Agreement (Panolam Industries International Inc)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), ) except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure, Offshore Revolving Loan Exposure, Additional Offshore Revolving Loan Exposure or New Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof5,000,000, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Offshore Revolving Loan, provided that simultaneous assignments Additional Offshore Revolving Loan or New Term Loan unless Administrative Agent otherwise consents, such consent not to two be unreasonably withheld or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participationsCommitment assigned, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 3,500, which may be waived or reduced at Administrative Agent’s discretion (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such case no fee shall be payble in connection with simultaneous assignments to or by related Fundsrequired), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act2.7B(iii), and (d) (1) in the case of an assignment of all or a portion of a Revolving Loan Commitment of any Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and Issuing Lender shall have given their prior written consent to such assignment (3which consent shall not be unreasonably withheld or delayed), (e) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent and, if no Event of Default has occurred and is continuing under subsection 8.1continuing, 8.6 or 8.7, CompanyBorrowers’ Agent, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent , and (f) each assignment of Company Revolving Loans and Revolving Loan Commitments by any Revolving Lender shall be required with respect to (I) any a ratable assignment to a of such Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the ’s Offshore Loans and Commitments by Credit Suisse to Persons previously agreed with CompanyOffshore Revolving Loan Commitments. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.11B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an the Issuing Lender Lender, such Lender shall continue to have all rights and obligations of an Issuing Lender until the date such Issuing Lender has been replaced in accordance with subsection 10.3 and thereafter, with respect to any Letters of Credit issued prior to such date until the cancellation or expiration of any such Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shallshall (in the case of the Offshore Notes or notes with respect to any Additional Offshore Revolving Loans), or if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E2.1E (in the case of the Revolving Notes, Swing Line Notes or notes with respect to any New Term Loans) be issued to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V VI annexed hereto, as hereto (in the case may beof the Revolving Notes or Swing Line Notes) and in the form mutually agreed to by the Administrative Agent and the Borrowers in the case of any notes with respect to Additional Offshore Revolving Loans and New Term Loans, with appropriate insertions, to reflect the amounts of the new applicable Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.510.7, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Amounts and Terms of Assignments. Any Each Loan, Commitment, Letter of Credit or participation therein or other Obligation may (a) be assigned in any amount (of a constant and not a varying percentage) to another Lender, or to an Affiliate or Related Fund of the assigning Lender may assign or another Lender, with the giving of notice to one or more Eligible Assignees all or any portion of its rights Borrowers’ Agent and obligations under this AgreementAdministrative Agent; provided that that, if such Related Fund is not a Lender, such assignment shall be in an amount not less than $1,000,000 in the case of a Term Loan and $2,500,000 in the case of a Revolving Loan Commitment, Letter of Credit or participation therein or other Obligation or (a)b) be assigned in an amount (of a constant and not a varying percentage) of not less than $1,000,000 in the case of a Term Loan and $2,500,000 in the case of a Revolving Loan Commitment, except Letter of Credit or participation therein or other Obligation (1or such lesser amount (X) as shall constitute the aggregate amount of all Loans, Commitments, Letters of Credit or participations therein and other Obligations of the assigning Lender or (Y) so long as, after giving effect to such assignment and any other assignments concurrently being made to the assignee, such assignee receives not less than $1,000,000 of Term Loans, or $2,500,000 of Revolving Loans, Commitments, or other Obligations assigned to it) to any other Eligible Assignee with the giving of notice to Borrowers’ Agent and Administrative Agent and, if no Event of Default shall have occurred and be continuing, with the consent of Borrowers’ Agent and Administrative Agent, in the case of an assignment made by a Lender other than Administrative Agent, or with the consent of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) Borrowers’ Agent, in the case of an assignment made by Administrative Agent (which consent of Borrowers’ Agent and Administrative Agent shall not be unreasonably withheld, withdrawn, delayed or denied; provided that the inability of an Eligible Assignee to a Lender satisfy the requirements set forth in subsection 2.7C(iv) of this Agreement, if applicable, shall constitute reasonable grounds for withholding such consent); and provided further, however, that any assignment in accordance with clause (b) either after the occurrence and during the continuation of an Event of Default or an Affiliate of a Lender if required by applicable law or an Approved Fund of a Lender, if made to or from Administrative Agent within 20 days after the aggregate amount Second Restatement Date as part of the Revolving Loan Exposure primary syndication of the Loans and Commitments shall not require the consent of the Borrowers’ Agent or Term Loan Exposurethe Company. To the extent of any such assignment in accordance with either clause (a) or (b) above, as the case may be, of the assigning Lender and shall be relieved of its obligations with respect to its Loans, Commitments, Letters of Credit or participations therein or other Obligations or the assignee subject portion thereof so assigned. The parties to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment AgreementAcceptance, together with, with respect to assignments which occur following the Second Restatement Date, a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such fee shall be payble in connection with simultaneous assignments to or by related Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver payable to Administrative Agent information reasonably requested by Administrative Agent, including (except in the case of an administrative questionnaire assignment in which an affiliate of CGMI is assignor or assignee) and such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding and foreign tax withholding matters as the assignee under such Assignment Agreement and Acceptance may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (32.7C(iv), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowacceptance, from and after the effective date specified in such Assignment Agreementand Acceptance, (xy) the assignee thereunder shall be a party hereto and a “Lender” hereunder to the extent of the portion of any such Commitment so assigned hereunder and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreementand Acceptance, shall have the rights and obligations of a Lender hereunder and shall be deemed hereunder, including, without limitation, the obligation in subsection 10.20 to have made maintain the confidentiality of all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related non-public information received by it pursuant to such rights and obligations this Agreement and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreementand Acceptance, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations (except as otherwise provided in subsection 10.11) under this Agreement (and, in the case of an Assignment Agreement and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto); provided that, anything contained in any if the assignee of the Loan Documents to the contrary notwithstanding, if such assigning Lender is an Issuing Affiliate of such Lender, such assignee shall not be entitled to receive any greater amount pursuant to subsections 2.6E or 2.7 than the assigning Lender would have been entitled to receive in respect of the amount of the assignment effected by such assigning Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder)such Affiliate had no such assignment occurred. The Commitments hereunder shall be modified to reflect the Commitments of such assignee and any remaining Commitments of such assigning Lender shalland, upon the effectiveness of if any such assignment or as promptly thereafter as practicable, surrender its Notesoccurs after the issuance of a Note to the assigning Lender hereunder, if anyrequested pursuant to subsection 2.1G(iv), to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or upon surrender of the assigning Lender in accordance with subsection 2.1ELender’s Note, be issued upon request to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV IV-A, Exhibit IV-B, Exhibit IV-C, Exhibit IV-D, Exhibit IV-C1, Exhibit IV-C2, Exhibit IV-C3, Exhibit V, or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) In the event that a Lender assigns the full amount of its Term Loans and subsection 10.5Revolving Loans, its Revolving Loan Commitments and its other Obligations and such Lender has an Offshore Revolving Loan Commitment, any assignment or transfer by a Lender outstanding Offshore Revolving Loans at the time of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such assignment, such Lender must also assign the full amount of a participation in such rights Offshore Revolving Loans to an Eligible Assignee and obligations the full amount of such Offshore Revolving Loan Commitment in accordance with subsection 10.1C.the terms of this paragraph.
Appears in 1 contract
Sources: Secured Credit Agreement (Owens Illinois Group Inc)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), ) except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, Loans of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous (aggregating concurrent assignments to or by two or more related Affiliated Funds shall be treated as one assignment for the purposes of determining whether such minimum assignment requirements are metamount), unless each of Administrative Agent and, so long as no Event of Default under subsection 8.1, 8.6 or 8.7 has occurred and is continuing, Holdings otherwise consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee Company shall not be obligated to pay except as required hereunderrequired, and provided that only one such processing and recordation fee shall be payble required in connection with simultaneous concurrent assignments to or by related two or more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax Tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, Agent and (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under (relating to any Event of Default described in subsection 8.1, 8.6 or 8.7) has occurred and is continuing, CompanyHoldings, shall have consented thereto (which consents shall not be unreasonably withheld withheld) or delayeddenied consent thereto, which consent or denial shall be made by Holdings promptly (and in any case within five Business Days after the date written notice thereof has been delivered by the assigning Lender (through Administrative Agent)); provided that no consent of Company Holdings shall be required with respect to (I) in the case of any assignment to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender and (II) in connection with any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse DB to Persons previously agreed that are either organized under the laws of the United States or are qualified to do business in one or more states of the United States so long as such assignment is made in consultation with CompanyHoldings; provided, further, that no consent of Administrative Agent shall be required in the case of any assignment of Loans to a Lender, any Affiliate of a Lender or any Approved Fund of a Lender. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Sources: Senior Pik Credit Agreement (IntraLinks Holdings, Inc.)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 1,000,000, unless each of Administrative Agent and, so long as no Event of Default under subsection 8.1, 8.6 or an integral multiple thereof8.7 has occurred and is continuing, in the case of any assignment of a Revolving Loan, Company otherwise consents (each such consent not to be unreasonably withheld or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (AI) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (BII) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee Company shall not be obligated to pay except as required hereunderrequired, and provided that only one such processing and recordation fee shall be payble required in connection with simultaneous concurrent assignments to two or by related more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, (d), except in the case of an assignment to another Lender or an Affiliate of a Lender or an Approved Fund of a Lender, each of (I) Administrative Agent and (dII) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.78.7 has occurred and is continuing, Company, shall have consented thereto, (e) solely in the case of assignments of all or any portion of a Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, Swing Line Lender and Issuing Lender shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (IIf) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an assignment to an Approved Fund of a Lender, if no Event of Default under subsection 8.1, 8.6 or 8.7 has occurred and is continuing, promptly following such assignment, Company shall have received notice thereof from Administrative Agent, which such notice shall be delivered promptly upon the execution of an Assignment Agreement covering all clearly identifying the assignment to an Approved Fund. No such assignment shall be made (A) to a Borrower or the remaining portion any of an assigning Lendersuch Borrower’s rights and obligations under this AgreementAffiliates or Subsidiaries, such or (B) to any Defaulting Lender shall cease to be or any of its Subsidiaries, or any Person who, upon becoming a party hereto; provided thatLender hereunder, anything contained in would constitute any of the Loan Documents foregoing Persons described in this clause (B), (C) to a natural person, or (D) to any Person that, through its applicable lending office, is not capable of lending the applicable Alternative Currencies to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until relevant Borrower without the cancellation or expiration imposition of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder)additional Indemnified Taxes. The assigning Lender shall, upon the effectiveness of No such assignment or as promptly thereafter as practicableshall be made to any Person that, surrender through its NotesFunding and Payment Offices, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by is not capable of lending the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued applicable Alternative Currencies to the assignee and/or to relevant Borrowers without the assigning Lender, substantially in the form imposition of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.additional Indemnified Taxes.
Appears in 1 contract
Sources: Credit Agreement (Hexcel Corp /De/)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 5,000,000, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consents (each such consent not to be unreasonably withheld or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (AI) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (BII) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 3,500, copies of all of which shall be provided promptly to the Company; provided, however , that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee Company shall not be obligated to pay except as required hereunderrequired, and provided that only one such processing and recordation fee shall be payble required in connection with simultaneous concurrent assignments to two or by related more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, (d), except in the case of an assignment to another Lender or an Affiliate of a Lender or an Approved Fund of a Lender, each of (I) Administrative Agent and (dII) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, shall have consented thereto (in each case, which consents shall not be unreasonably withheld or delayed), (e) solely in the case of assignments of all or any portion of a Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, Swing Line Lender and Issuing Lender shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent ) and (f) in the case of Company shall be required with respect to (I) any an assignment to an Approved Fund of a Lender, if no Event of Default has occurred and is continuing, promptly following such assignment, Company shall have received notice thereof from Administrative Agent, which such notice shall be delivered promptly upon the execution of an Assignment Agreement clearly identifying the assignment to an Approved Fund. No assignments shall be made to hedge funds without the consent of the Company (unless an Event of Default has occurred and is continuing). No such assignment shall be made (A) to a Borrower or any Affiliate of a such Borrower’s Affiliates or Subsidiaries, (B) to any Defaulting Lender or any Approved Fund and of its Affiliates or Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (IIB), (C) to a natural person, or (D) to any assignment relating Person that, through its applicable lending office, is not capable of lending the applicable Alternative Currencies to the primary allocation relevant Borrower without the imposition of any additional Indemnified Taxes or syndication (E) to any Competitor. No such assignment shall be made to any Person that, through its Funding and Payment Offices, is not capable of lending the Loans and Commitments by Credit Suisse applicable Alternative Currencies to Persons previously agreed with Companythe relevant Borrowers without the imposition of additional Indemnified Taxes. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of of, and shall become, a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V III annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.10.1C. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Company and Administrative Agent, the applicable pro rata share of Revolving Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Revolving Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Pro Rata Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s 's rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Term Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 1,000,000, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents each such consent not to be unreasonably withheld or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participationsCommitment assigned, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 3,500, at Administrative Agent's discretion (unless the assignee is already a Lender, an Affiliate or an Approved Fund of the assignor, in which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such case no fee shall be payble in connection with simultaneous assignments to or by related Fundsrequired), and the Eligible Assignee, if it shall is not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv2.7B(iii) and with respect to information requested under the Patriot Act, Act and (d) (1) ), except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)Agent and, if no Event of Default has occurred and is continuing under subsection 8.1continuing, 8.6 or 8.7, the Company, shall have consented thereto 105 (which consents consent shall not be unreasonably withheld or delayedwithheld); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon such acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V II annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Term Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(iv) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Ruths_Second Amended and Restated Credit Agreement (2) Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous (aggregating concurrent assignments to two or more related Affiliated Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metamount), unless each of Administrative Agent and, so long as no Potential Event of Default or Event of Default has occurred and is continuing, Company otherwise consents (each such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee Company shall not be obligated to pay except as required hereunder, and required); provided that only one such fee shall be payble required in connection with simultaneous concurrent assignments to two or by related more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) ), except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)Agent and, if no Potential Event of Default or Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayedwithheld); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an act as Issuing Lender until it resigns or is removed as provided in subsection 10.21); provided, further that, except to the cancellation extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or expiration release of any Letters of Credit issued by it and the reimbursement claim of any amounts drawn thereunder)party hereunder arising from such Lender’s having been a Defaulting Lender. The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V Ruths_Second Amended and Restated Credit Agreement (2) annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(ii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous (aggregating concurrent assignments to two or more related Affiliated Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metamount), unless Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participationsCommitment assigned, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee Company shall not be obligated to pay except as required hereunderrequired, and provided that only one such processing and recordation fee shall be payble required in connection with simultaneous concurrent assignments to two or by related more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv2.6B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event except in the case of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any an assignment to a another Lender, any an Affiliate of a Lender or any an Approved Fund and (II) any assignment relating to of a Lender, the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with CompanyAdministrative Agent shall have consented thereto. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B9.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V II annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.59.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B 9.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.9.1C.
Appears in 1 contract
Sources: Credit Agreement (Hypercom Corp)
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 1,000,000, unless each of Administrative Agent and, so long as no Event of Default has occurred and is continuing, Company otherwise consents (each such consent not to be unreasonably withheld or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metdelayed), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (AI) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (BII) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 3,500; provided , however , that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee Company shall not be obligated to pay except as required hereunderrequired, and provided that only one such processing and recordation fee shall be payble required in connection with simultaneous concurrent assignments to two or by related more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, (d), except in the case of an assignment to another Lender or an Affiliate of a Lender or an Approved Fund of a Lender, each of (I) Administrative Agent and (dII) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7continuing, Company, shall have consented thereto, (e) solely in the case of assignments of all or any portion of a Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, Swing Line Lender and Issuing Lender shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent ) and (f) in the case of Company shall be required with respect to (I) any an assignment to an Approved Fund of a Lender, if no Event of Default has occurred and is continuing, promptly following such assignment, Company shall have received notice thereof from Administrative Agent, which such notice shall be delivered promptly upon the execution of an Assignment Agreement clearly identifying the assignment to an Approved Fund. No such assignment shall be made (A) to a Borrower or any Affiliate of a such Borrower’s Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any Approved Fund and of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (IIB), (C) to a natural person, or (D) to any assignment relating Person that, through its applicable lending office, is not capable of lending the applicable Alternative Currencies to the primary allocation or syndication relevant Borrower without the imposition of any additional Indemnified Taxes. No such assignment shall be made to any Person that, through its Funding and Payment Offices, is not capable of lending the Loans and Commitments by Credit Suisse applicable Alternative Currencies to Persons previously agreed with Companythe relevant Borrowers without the imposition of additional Indemnified Taxes. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) below, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of of, and shall become, a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.by
Appears in 1 contract
Sources: Credit Agreement (Hexcel Corp /De/)
Amounts and Terms of Assignments. Any Each Loan, Commitment, Letter of Credit or participation therein or other Obligation may (a) be assigned in any amount (of a constant and not a varying percentage) to another Lender, or to an Affiliate or Related Fund of the assigning Lender may assign or another Lender, with the giving of notice to one or more Eligible Assignees all or any portion of its rights Borrowers' Agent and obligations under this AgreementAdministrative Agent; provided that that, if such Related Fund is not a Lender, such assignment shall be in an amount not less than $1,000,000 in the case of a Term Loan and $2,500,000 in the case of a Revolving Loan Commitment, Letter of Credit or participation therein or other Obligation or (a)b) be assigned in an amount (of a constant and not a varying percentage) of not less than $1,000,000 in the case of a Term Loan and $2,500,000 in the case of a Revolving Loan Commitment, except Letter of Credit or participation therein or other Obligation (1or such lesser amount (X) as shall constitute the aggregate amount of all Loans, Commitments, Letters of Credit or participations therein and other Obligations of the assigning Lender or (Y) so long as, after giving effect to such assignment and any other assignments concurrently being made to the assignee, such assignee receives not less than $1,000,000 of Term Loans, or $2,500,000 of Revolving Loans, Commitments, or other Obligations assigned to it) to any other Eligible Assignee with the giving of notice to Borrowers' Agent and Administrative Agent and, if no Event of Default shall have occurred and be continuing, with the consent of Borrowers' Agent and Administrative Agent, in the case of an assignment made by a Lender other than Administrative Agent, or with the consent of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) Borrowers' Agent, in the case of an assignment made by Administrative Agent (which consent of Borrowers' Agent and Administrative Agent shall not be unreasonably withheld, withdrawn, delayed or denied; provided that the inability of an Eligible Assignee to a Lender satisfy the requirements set forth in subsection 2.7C(iv) of this Agreement, if applicable, shall constitute reasonable grounds for withholding such consent); and provided further, however, that any assignment in accordance with clause (b) either after the occurrence and during the continuation of an Event of Default or an Affiliate of a Lender if required by applicable law or an Approved Fund of a Lender, if made by Administrative Agent within 20 days after the aggregate amount Restatement Date as part of the Revolving Loan Exposure primary syndication of the Loans and Commitments shall not require the consent of the Borrowers' Agent or Term Loan Exposurethe Company. To the extent of any such assignment in accordance with either clause (a) or (b) above, as the case may be, of the assigning Lender and shall be relieved of its obligations with respect to its Loans, Commitments, Letters of Credit or participations therein or other Obligations or the assignee subject portion thereof so assigned. The parties to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent Agent, for its acceptance and recording in the Register, an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment AgreementAcceptance, together with, with respect to assignments which occur following the Restatement Date, a processing and recordation fee of $3,500 (which fee Company shall not be obligated to pay except as required hereunder, and provided that only one such fee shall be payble in connection with simultaneous assignments to or by related Funds), and the Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver payable to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding and foreign tax withholding matters as the assignee under such Assignment Agreement and Acceptance may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (32.7C(iv), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowacceptance, from and after the effective date specified in such Assignment Agreementand Acceptance, (xy) the assignee thereunder shall be a party hereto and a "Lender" hereunder to the extent of the portion of any such Commitment so assigned hereunder and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreementand Acceptance, shall have the rights and obligations of a Lender hereunder and shall be deemed hereunder, including, without limitation, the obligation in subsection 10.20 to have made maintain the confidentiality of all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related non-public information received by it pursuant to such rights and obligations this Agreement and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreementand Acceptance, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations (except as otherwise provided in subsection 10.11) under this Agreement (and, in the case of an Assignment Agreement and Acceptance covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto); provided that, anything contained in any if the assignee of the Loan Documents to the contrary notwithstanding, if such assigning Lender is an Issuing Affiliate of such Lender, such assignee shall not be entitled to receive any greater amount pursuant to subsections 2.6E or 2.7 than the assigning Lender would have been entitled to receive in respect of the amount of the assignment effected by such assigning Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder)such Affiliate had no such assignment occurred. The Commitments hereunder shall be modified to reflect the Commitments of such assignee and any remaining Commitments of such assigning Lender shalland, upon the effectiveness of if any such assignment or as promptly thereafter as practicable, surrender its Notesoccurs after the issuance of a Note to the assigning Lender hereunder, if anyrequested pursuant to subsection 2.1G(iv), to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or upon surrender of the assigning Lender in accordance with subsection 2.1ELender's Note, be issued upon request to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV IV-A, Exhibit IV-B, Exhibit V, or Exhibit V VI annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or and the assigning Lender. Other than as provided in subsection 2.1A(iii) In the event that a Lender assigns the full amount of its Term Loans and subsection 10.5Revolving Loans, its Revolving Loan Commitments and its other Obligations and such Lender has an Offshore Revolving Loan Commitment, any assignment or transfer by a Lender outstanding Offshore Revolving Loans at the time of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such assignment, such Lender must also assign the full amount of a participation in such rights Offshore Revolving Loans to an Eligible Assignee and obligations the full amount of such Offshore Revolving Loan Commitment in accordance with subsection 10.1C.the terms of this paragraph.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple and in increments of $1,000,000 in excess thereof, in unless the case of any assignment of a Revolving Loan, Administrative Agent otherwise consents (such consent not to be unreasonably withheld or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loandelayed), provided that simultaneous assignments to or by two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metthis clause (a), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, ; and any assignment of all or any portion of a Revolving Loan Commitment, Commitment or Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Commitment or Revolving Loans and Letter of Credit participationsLoans, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to the Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee Company shall not may be obligated to pay except as required hereunder, and provided that only one such fee shall be payble waived by the Administrative Agent in connection with simultaneous assignments to or by related Fundsits sole discretion), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to the Administrative Agent information reasonably requested by the Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, information in compliance with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act), and (d) (1) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, the Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and the Swing Line Lender and (3)Lenders and, if no Event of Default or Potential Event of Default has occurred and is continuing under subsection 8.1continuing, 8.6 or 8.7, Companythe Borrower, shall have consented thereto (which consents consent shall not be unreasonably withheld or delayedwithheld); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B9.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to the Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV III or Exhibit V annexed heretoIV, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(ii) and subsection 10.59.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B 9.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.9.1C.
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender Each Commitment, Loan, Letter of Credit or participation therein, or other Obligation may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a)) be assigned in any amount to another Lender, except (1) in the case of or to an assignment of the entire remaining amount Affiliate of the assigning Lender or another Lender’s rights , with the giving of notice to Company and obligations under this Agreement Agent or (2b) be assigned in the case an aggregate amount of an assignment to a Lender not less than $5,000,000 (or an Affiliate of a Lender or an Approved Fund of a Lender, such lesser amount as shall constitute the aggregate amount of the Revolving Loan Exposure or Term Loan ExposureCommitments, as the case may beLoans, Letters of Credit and participations therein, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Company and, with the consent of Company and Agent (which consent of Company and Agent shall not be unreasonably withheld); provided that any such assignment in accordance with either (a) or (b) above shall effect a pro rata assignment of (i) the Revolving Term Loan Commitment and Revolving Term Loans of the 157 (Credit Agreement) 165 assigning Lender, on the one hand, and (ii) the Revolving Loan Commitment and Revolving Loans of the assigning Lender, on the other hand. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender and shall be relieved of its obligations with respect to its Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the assignee subject portion thereof so assigned. The parties to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof, in the case of any assignment of a Term Loan, provided that simultaneous assignments to two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are met, (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitments assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute Agent, for its acceptance and deliver to Administrative Agent recording in the Register, an Assignment Agreement, together with a processing and recordation fee of, in the case of assignments to a Lender or an Affiliate of a Lender, $3,500 (which fee Company shall not be obligated to pay except as required hereunderand, and provided that only one such fee shall be payble in connection with simultaneous the case of assignments to or by related Funds), and the any other Eligible Assignee, if it shall not already be a party to this Agreement, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire $3,500 and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act2.7B(iii)(a). Upon such execution, delivery, and (d) (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default has occurred and is continuing under subsection 8.1, 8.6 or 8.7, Company, shall have consented thereto (which consents shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance and recording by Administrative Agent pursuant to clause (ii) belowrecordation, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, applicable Notes to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V-A or Exhibit V V-B annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C..
Appears in 1 contract
Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (aA), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or Lender, an Approved Fund of a Lender, the aggregate amount of the Revolving Term Loan Exposure or Term Revolving Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof1,000,000, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof1,000,000, in the case of any assignment of a Term Loan, provided that simultaneous Loan (in each case aggregating concurrent assignments by or to two or more related Affiliated Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metamount), unless each of Administrative Agent and, so long as no Event of Default under Section 7.1, Section 7.6 or Section 7.7 has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (bB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender▇▇▇▇▇▇’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender▇▇▇▇▇▇’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (cC) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee Company shall not be obligated to pay except as required hereunder, and provided that only no more than one such fee shall be payble payable in connection with simultaneous assignments to or by related two or more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(ivSection 2.7(b)(iv) and with respect (D), except in the case of an assignment to information requested under the Patriot Actanother Lender, and (d) an Affiliate of a Lender or an Approved Fund of a Lender, each of (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default under Section 7.1, Section 7.6 or Section 7.7 has occurred and is continuing under subsection 8.1continuing, 8.6 Company and (3) solely in the case of assignments of all or 8.7any portion of a Revolving Loan Commitment, CompanyRevolving Loans and Letter of Credit participations, Swing Line Lender and Issuing Lender, shall have consented thereto (which with all such consents shall not to be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) for any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to assignments made during the primary allocation or initial syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance and recording any lenders (other than Disqualified Institutions) set forth on the initial allocation list provided by Administrative Agent pursuant to Company on or prior to the Effective Date. Notwithstanding anything to the contrary contained herein, no Lender may sell, transfer, negotiate or assign, or sell a participation in, all or any portion of its rights or obligations hereunder to any Disqualified Institution, and any attempted or purported sale, transfer, negotiation, assignment or participation to a Disqualified Institution (or, subject to clause (iiiv) below, from and after otherwise without the effective date specified in such Assignment Agreement, (x) the assignee thereunder shall be a party hereto and, consent of Company to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and Company’s consent is required hereunder) shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights null and obligations and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.void.
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Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (aA), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or Lender, an Affiliate of a Lender or Lender, an Approved Fund of a Lender, the aggregate amount of the Revolving Term Loan Exposure or Term Revolving Loan Exposure, as the case may be, of the assigning Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof1,000,000, in the case of any assignment of a Revolving Loan, or $1,000,000 or an integral multiple thereof1,000,000, in the case of any assignment of a Term Loan, provided that simultaneous Loan (in each case aggregating concurrent assignments by or to two or more related Affiliated Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metamount), unless each of Administrative Agent and, so long as no Event of Default under Section 7.1, Section 7.6 or Section 7.7 has occurred and is continuing, Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (bB) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Lender▇▇▇▇▇▇’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (cC) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (unless the assignee is an Affiliate or an Approved Fund of the assignor, in which case no fee Company shall not be obligated to pay except as required hereunder, and provided that only no more than one such fee shall be payble payable in connection with simultaneous assignments to or by related two or more Affiliated Funds), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to Administrative Agent information reasonably requested by Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(ivSection 2.7(b)(iv) and with respect (D), except in the case of an assignment to information requested under the Patriot Actanother Lender, and (d) an Affiliate of a Lender or an Approved Fund of a Lender, each of (1) Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3), if no Event of Default under Section 7.1, Section 7.6 or Section 7.7 has occurred and is continuing under subsection 8.1continuing, 8.6 Company and (3) solely in the case of assignments of all or 8.7any portion of a Revolving Loan Commitment, CompanyRevolving Loans and Letter of Credit participations, Swing Line Lender and Issuing Lender, shall have consented thereto (which with all such consents shall not to be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) for any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to assignments made during the primary allocation or initial syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance and recording any lenders (other than Disqualified Institutions) set forth on the initial allocation list provided by Administrative Agent pursuant to Company on or prior to the Effective Date. Notwithstanding anything to the contrary contained herein, no Lender may sell, transfer, negotiate or assign, or sell a participation in, all or any portion of its rights or obligations hereunder to any Disqualified Institution, and any attempted or purported sale, transfer, negotiation, assignment or participation to a Disqualified Institution (or, subject to clause (iiiv) below, from and after otherwise without the effective date specified in such Assignment Agreement, (x) the assignee thereunder shall be a party hereto and, consent of Company to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and Company’s consent is required hereunder) shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights null and obligations and (y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.void.
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Amounts and Terms of Assignments. Any Lender may assign to one or more Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a), except (1) in the case of an assignment of the entire remaining amount of the assigning Lender’s rights and obligations under this Agreement or (2) in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund of a Lender, the aggregate amount of the Revolving Loan Exposure or Term Loan Exposure, as the case may be, of the assigning Revolving Lender and the assignee subject to each such assignment shall not be less than $5,000,000 or an integral multiple thereof, and in the case increments of any assignment of a Revolving Loan, or $1,000,000 in excess thereof and the aggregate amount of the Term Loans of the assigning Term Loan Lender and the assignee subject to each such assignment shall not be less than $1,000,000, unless the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or an integral multiple thereof, in the case of any assignment of a Term Loandelayed), provided that simultaneous assignments to or by two or more related Funds shall be treated as one assignment for purposes of determining whether such minimum assignment requirements are metthis clause (a), (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans Loan or Commitments the Commitment assigned, ; and any assignment of all or any portion of a Revolving Loan Commitment, Revolving Loan or Letter of Credit participation shall be made only as an assignment of the same proportionate part of the assigning Revolving Lender’s Revolving Loan Commitment, Revolving Loans and Letter of Credit participations, (c) the parties to each assignment shall (A) electronically execute and deliver to Administrative Agent an Assignment Agreement via an electronic settlement system acceptable to Administrative Agent or (B) manually execute and deliver to the Administrative Agent an Assignment Agreement, together with a processing and recordation fee of $3,500 (which fee Company shall not may be obligated to pay except as required hereunder, and provided that only one such fee shall be payble waived by the Administrative Agent in connection with simultaneous assignments to or by related Fundsits sole discretion), and the Eligible Assignee, if it shall not already be a party to this AgreementLender, shall deliver to the Administrative Agent information reasonably requested by the Administrative Agent, including an administrative questionnaire and such forms, certificates or other evidence, if any, information in compliance with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iv) and with respect to information requested under the Patriot Act), and (d) (1) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund of a Lender, the Administrative Agent, (2) with respect to assignments of Revolving Loans and Revolving Loan Commitments, any Issuing Lender and Swing Line Lender and (3)Agent and, if no Event of Default or Potential Event of Default has occurred and is continuing under subsection 8.1continuing, 8.6 or 8.7, Companythe Borrower, shall have consented thereto (which consents each such consent shall not be unreasonably withheld or delayed); provided that no consent of Company shall be required with respect to (I) any assignment to a Lender, any Affiliate of a Lender or any Approved Fund and (II) any assignment relating to the primary allocation or syndication of the Loans and Commitments by Credit Suisse to Persons previously agreed with Company. Upon acceptance such execution, delivery and recording by Administrative Agent pursuant to clause (ii) belowconsent, from and after the effective date specified in such Assignment Agreement, (xy) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and shall be deemed to have made all of the agreements of a Lender contained in the Loan Documents arising out of or otherwise related to such rights and obligations and (yz) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or CHAR1\1732468v1CHAR1\1735441v5 the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, if such Lender is an Issuing Lender such Lender shall continue to have all rights and obligations of an Issuing Lender until the cancellation or expiration of any Letters of Credit issued by it and the reimbursement of any amounts drawn thereunder). The assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Notes, if any, to the Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lender in accordance with subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV IV, Exhibit V or Exhibit V annexed heretoVI, as the case may be, with appropriate insertions, to reflect the amounts of the new Commitments and/or outstanding Revolving Loans and/or outstanding Term Loans, as the case may be, of the assignee and/or the assigning Lender. Other than as provided in subsection 2.1A(iii2.1A(ii) and subsection 10.5, any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 10.1B shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection 10.1C.
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Sources: Credit Agreement (Mosaic Co)