Assignment; Participations. (a) Each Lender shall have the right at any time to assign to one or more Persons (then entitled to receive payments of principal, interest and fees for the account of its lending office under this Agreement free from withholding of Federal income tax) a portion of its rights and obligations under this Agreement (including, without limitation, a portion of its Revolving Credit Commitment, the Loans owing to it and its rights and obligations as a Lender with respect to Letters of Credit) and the other Related Documents; provided, however, that (i) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (as hereinafter defined), an Assignment and Acceptance, and (ii) after giving effect to such assignment, CIT's Revolving Credit Commitment shall be at least equal to the lesser of (1) $17,500,001 and (2) an amount equal to a majority of the aggregate amount of the Revolving Credit Commitments. The Borrower shall pay any and all costs and fees that are paid to induce any assignee (other than CIT) under an Assignment and Acceptance to execute such Assignment and Acceptance. Such payment may be charged, at the Agent's sole option, to any account of the Borrowers maintained by the Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and to the other Related Documents and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations (including, without limitation, the obligation to participate in Letters of Credit) of a Lender hereunder and thereunder and (B) the assignor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement. This Sixth Amendment shall become effective only upon satisfaction in full of the following conditions precedent (the first date upon which all such conditions have been satisfied being herein called the "Effective Date"): 2.1 The Agent shall have received a counterpart of this Sixth Amendment which bears the signature of the Borrower. 2.2 All legal matters incident to this Sixth Amendment shall be satisfactory to the Agent and its counsel. 2.3 The Borrower shall have paid all accrued and unpaid fees and expenses of Fried, Frank, Harris, Shriver & Jacobson, counsel to the Agent, including, without limit▇▇▇▇▇, the ▇▇▇▇ ▇▇d expenses of counsel to the Agent incurred in connection with this Sixth Amendment. 3.1 Without in any way limiting Section 10.06 of the Credit Agreement, the Borrower will pay on demand all fees, costs and expenses, if any, incurred by Agent in connection with the preparation, execution and delivery of this Sixth Amendment, including, without limitation, the fees and expenses of Fried, Frank, Harris, Shriver & Jacobson, counsel to Agent.
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Assignment; Participations. (a) Each Lender With the written consent of the Agent and the Borrower (which consent shall have the right at any time to not be unreasonably withheld), each Bank may assign to one or more Persons (then entitled to receive payments of principal, interest and fees for the account of its lending office under this Agreement free from withholding of Federal income tax) commercial banks or financial institutions all or a portion of its rights and obligations under this Agreement (including, including without limitation, all or a portion of its Commitment and the amounts under the Revolving Credit Commitment, the Loans owing to it and its rights and obligations as a Lender with respect to Letters of Credit) and the other Related Documentsit); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank's rights and obligations under this Agreement, (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance) with respect to such assignment shall in no event be less than $5,000,000 and shall be an integral multiple of $500,000 (or in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, any lesser increment), and (iii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (as hereinafter defineddefined in (c) below), an Assignment and AcceptanceAcceptance and a $3,500 non-refundable processing fee from the assigning Bank. Notwithstanding the foregoing, and (ii) after giving effect to such assignment, CIT's Revolving Credit Commitment no written consent of the Borrower shall be at least equal required in connection with any assignment by a Bank to the lesser an Affiliate of (1) $17,500,001 such Bank of all or a portion of its rights and (2) an amount equal to a majority of the aggregate amount of the Revolving Credit Commitments. The Borrower shall pay any and all costs and fees that are paid to induce any assignee (other than CIT) obligations under an Assignment and Acceptance to execute such Assignment and Acceptance. Such payment may be charged, at the Agent's sole option, to any account of the Borrowers maintained by the Agentthis Agreement. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (Ax) the assignee thereunder shall be a Bank party hereto and to the other Related Documents and, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations (including, without limitation, the obligation to participate in Letters of Credit) of a Lender Bank hereunder and thereunder and (By) the Bank assignor thereunder shall, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights to indemnification under Section 9.3) and be released from its obligations under this Agreement arising after the date of assignment (and, in the case of an assignment covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement. This Sixth Amendment , such Bank shall become effective only upon satisfaction cease to be a party hereto.)
(b) By executing and delivering an Assignment and Acceptance, the Bank assignor thereun der and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in full such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the following conditions precedent Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the first date most recent financial statements referred to in Section 5.8 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Bank or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as Agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent by the terms hereof, together with such powers as are reasonably incidental thereto; (vi) such assignee agrees that it will perform in accordance with the terms all of the obligations which all by the terms of this Agreement are required to be performed by it as a Bank; and (vii) such conditions have been satisfied being herein called the "Effective Date"):assignee represents that such assignment will not result in any Prohibited Transaction.
2.1 (c) The Agent shall have received maintain at its address set forth on the signature pages hereto a counterpart copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount of the Revolving Loans owing to, each Bank from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Sixth Amendment which bears Agreement. The Register shall be available for inspection by the signature Borrower or any Bank at any reasonable time and from time to time upon reasonable prior notice.
(d) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank and its assignee, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit E, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower.
2.2 All legal matters incident (e) Each Bank may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Sixth Amendment Agreement (including without limitation, all or a portion of its Commitment and the amounts under the Revolving Loans owing to it); provided, however, that (i) such Bank's obligations under this Agreement (including without limitation, its Commitment to the Borrower hereunder) shall be satisfactory remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agent and its counsel.
2.3 The Borrower the other Banks shall have paid all accrued continue to deal solely and unpaid fees and expenses of Fried, Frank, Harris, Shriver & Jacobson, counsel to the Agent, including, without limit▇▇▇▇▇, the ▇▇▇▇ ▇▇d expenses of counsel to the Agent incurred directly with such Bank in connection with such Bank's rights and obligations under this Sixth AmendmentAgreement; provided, that no Bank shall transfer or grant any participation under which the participant shall have the right to approve any amendment to or waiver of this Agreement or any Revolving Note, except with respect to an extension of the final maturity of the Revolving Loans or a reduction of the principal amount of or the rate of interest payable on the Revolving Loans or any fees related thereto.
3.1 Without in any way limiting Section 10.06 of the Credit Agreement(f) Any Bank may, the Borrower will pay on demand all fees, costs and expenses, if any, incurred by Agent in connection with any assignment or participation or proposed assign ment or participation pursuant to this Section 9.5, disclose to the preparationassignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Bank by or on behalf of the Borrower; provided that, execution and delivery of this Sixth Amendment, including, without limitationprior to any such disclosure, the fees and expenses assignee or participant or proposed assignee or participant shall agree in writing to preserve the confidentiality of Fried, Frank, Harris, Shriver & Jacobson, counsel any confidential information relating to Agentthe Borrower received by it from such Bank.
(g) Nothing herein shall prohibit any Bank from pledging or assigning any Revolving Note to any Federal Reserve Bank in accordance with applicable law.
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Sources: Credit Agreement (Donegal Group Inc)
Assignment; Participations. (a) Each Lender shall have the right at any time to assign to one or more Persons (then entitled to receive payments of principal, interest and fees for the account of its lending office under this Agreement free from withholding of Federal income tax) a portion of its rights and obligations under this Agreement (including, without limitation, a portion of its Revolving Credit Commitment, the Loans owing to it and its rights and obligations as a Lender with respect to Letters of Credit) and the other Related Documents; provided, however, that (i) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (as hereinafter defined), an Assignment and Acceptance, and (ii) after giving effect to such assignment, CIT's Revolving Credit Commitment shall be at least equal to the lesser of (1) $17,500,001 and (2) an amount equal to a majority of the aggregate amount of the Revolving Credit Commitments. The Borrower shall pay any and all costs and fees that are paid to induce any assignee (other than CIT) under an Assignment and Acceptance to execute such Assignment and Acceptance. Such payment may be charged, at the Agent's sole option, to any account of the Borrowers maintained by the Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and to the other Related Documents and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations (including, without limitation, the obligation to participate in Letters of Credit) of a Lender hereunder and thereunder and (B) the assignor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement. This Sixth Amendment shall become effective only upon satisfaction in full of the following conditions precedent (the first date upon which all such conditions have been satisfied being herein called the "Effective Date"):
2.1 The Agent shall have received a counterpart of this Sixth Amendment which bears the signature of the Borrower.
2.2 All legal matters incident to this Sixth Amendment shall be satisfactory to the Agent (b) By executing and its counsel.
2.3 The Borrower shall have paid all accrued delivering an Assignment and unpaid fees and expenses of Fried, Frank, Harris, Shriver & Jacobson, counsel to the Agent, including, without limit▇▇▇▇▇Acceptance, the ▇▇▇▇ ▇▇d expenses of counsel assignor and the assignee thereunder confirm to and agree with each other and the Agent incurred other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, the assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Sixth AmendmentAgreement or any other Related Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Related Document furnished pursuant hereto; (ii) the assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or the performance or observance by the Borrower of any of its obligations under this Agreement or any other Related Document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Related Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Related Documents; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Related Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Related Documents are required to be performed by it as a Lender.
3.1 Without in any way limiting Section 10.06 (c) The Agent shall maintain at its address referred to on the signature page hereto, a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit AgreementCommitment of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower will pay on demand all feesand any Lender at any reasonable time and from time to time upon reasonable prior notice.
(d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, costs an assignee Lender, the Agent and expensesthe Borrower, together with the Note subject to such Assignment, the Agent shall, if anysuch Assignment and Acceptance has been completed and is in substantially the form of Exhibit A hereto, incurred by (i) accept such Assignment and Acceptance, (ii) give prompt notice thereof to the Borrower and (iii) record the information contained therein in the Register. Within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Agent in connection with exchange for the preparationsurrendered Note a new Note to the order of such assignee Lender in an aggregate principal amount equal to the Revolving Credit Commitment assigned by it pursuant to such Assignment and Acceptance, execution and delivery if the assigning Lender has retained any Revolving Credit Commitment hereunder, a new Note to the order of the assigning Lender in an aggregate principal amount equal to the Revolving Credit Commitment retained by it hereunder, in each case prepared by the Agent. Such new Note shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note, shall be dated the date of the Agent's acceptance of such assignment and acceptance and shall otherwise be in substantially the form of Exhibit D hereto.
(e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Sixth Amendment, Agreement and the other Related Documents (including, without limitation, all or a portion of its Revolving Credit Commitment and the fees Loans owing to it and expenses its participation in Letters of FriedCredit), Frankprovided that (1) such Lender's obligations under this Agreement (including, Harriswithout limitation, Shriver & Jacobsonits Revolving Credit Commitment hereunder) and the other Related Documents shall remain unchanged; (2) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, counsel and the Borrower, the Agent and the other Lenders shall continue to Agentdeal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and the other Related Documents; and (3) a participant shall not be entitled to require such Lender to take or omit to take any action hereunder except (A) action directly effecting an extension of the maturity dates of the Loans, or (B) action directly effecting an increase of any of the Revolving Credit Commitments or principal amounts of Loans or a decrease in the rate of interest payable on the Loans.
(f) Notwithstanding the foregoing provisions of this Section 11.13, each Lender may at any time sell, assign, transfer, or negotiate all or any part of its rights and obligations under this Agreement and the Related Document to any Affiliate of such Lender.
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