Assignment; Participations. (a) Upon thirty (30) days prior notice to the Borrower and with the written consent of the Agent and the Borrower (which consent shall not be unreasonably withheld), each Bank may assign to one or more commercial banks or financial institutions all or a portion of its rights and obligations under this 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) 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 defined in (c) below), an Assignment and Acceptance and a $3,500 non-refundable processing fee from the assigning Bank. Notwithstanding the foregoing, no written consent of the Borrower shall be required in connection with any assignment by a Bank to an Affiliate of such Bank of all or a portion of its rights and obligations under this Agreement. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a Bank party hereto 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 of a Bank hereunder and (y) 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, such Bank shall cease to be a party hereto.) (b) By executing and delivering an Assignment and Acceptance, the Bank assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, 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 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 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 and the other Loan Documents as are delegated to the Agent by the terms hereof and thereof, 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 by the terms of this Agreement are required to be performed by it as a Bank; and (vii) such assignee represents that such assignment will not result in any Prohibited Transaction. (c) The Agent shall maintain at its address set forth on the signature pages 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 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 Agreement. The Register shall be available for inspection by the 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. (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 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 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 the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement; 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. (f) Any Bank may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.5, disclose to the assignee 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, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree in writing to preserve the confidentiality of any confidential information relating to the Borrower received by it from such Bank. (g) Nothing herein shall prohibit any Bank from pledging or assigning all or any portion of such Bank's rights under this Agreement and the other Loan Documents to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such pledge or assignment or enforcement thereof shall release such Bank from its obligations hereunder or under any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Core Inc)
Assignment; Participations. (a) Upon thirty (30) days prior notice This Agreement shall be binding upon, and shall inure to the Borrower benefit of, the Borrowers, the Agent, the Banks and their respective successors and assigns, except that the Borrowers may not assign or transfer its rights or obligations hereunder. Each Bank may, with the prior written consent of the Agent and, except while a Default exists and is continuing, the Borrower Borrowers (which consent shall of the Borrowers may not be unreasonably be withheld)) assign, each Bank may assign to one or more commercial banks or financial institutions all or a portion of its rights and obligations under this Agreement (including without limitationsell participations in, all or a portion any part of its any Loan or Commitment and the amounts under the Revolving Loans owing to it); providedanother bank or other entity, however, that in which event (i) each in the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the Agent, the assignee shall have, to the extent of such assignment shall be of a constant(unless otherwise provided therein), and not a varyingthe same rights, percentage of all of the assigning Bank's rights benefits and obligations under this Agreement, as it would have if it were a Bank hereunder; and (ii) in the amount case of a participation, the Commitment of participant shall have no rights under the assigning Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank being assigned had not sold such participation. Any assignment pursuant to each such assignment (determined as of the date of the Assignment and Acceptance) with respect to such assignment this Section 11.5 shall be in no event be an amount not less than $5,000,000 and shall leave any assigning Bank that remains a "Bank" hereunder with a Commitment of at least $2,000,000, except that (i) no such minimum amount will be an integral multiple of $500,000 (required to be transferred or in the case of an Assignment and Acceptance covering all retained if such assignment is necessary or the remaining portion of an assigning Bank's rights and obligations under this Agreement, any lesser increment)prudent for regulatory purposes, and (iiiii) no such minimum amount will be required to be transferred if the parties to each transferee is already a "Bank" hereunder. The agreement executed by such assignment shall execute and deliver to the Agent, for its acceptance and recording Bank in the Register (as defined in (c) below), an Assignment and Acceptance and a $3,500 non-refundable processing fee from the assigning Bank. Notwithstanding the foregoing, no written consent favor of the Borrower participant shall be required in connection with any assignment by a not give the participant the right to require such Bank to an Affiliate of such Bank of all take or a portion of its rights and obligations under this Agreement. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a Bank party hereto and, omit to the extent that rights and obligations (including take any portion of any Commitment) action hereunder have been assigned except action directly relating to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank hereunder and (y) 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, such Bank shall cease to be a party hereto.)
(b) By executing and delivering an Assignment and Acceptance, the Bank assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Bank makes no representation or warranty and assumes no responsibility the extension of a payment date 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 portion of the Borrower principal of or the performance or observance by the Borrower of interest on any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) amount outstanding hereunder allocated to such assignee confirms that it has received a copy of this Agreement, together with copies of the 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 and the other Loan Documents as are delegated to the Agent by the terms hereof and thereof, 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 by the terms of this Agreement are required to be performed by it as a Bank; and (vii) such assignee represents that such assignment will not result in any Prohibited Transaction.
(c) The Agent shall maintain at its address set forth on the signature pages 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 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 Agreement. The Register shall be available for inspection by the 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 Acceptanceparticipant, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower.
(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 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 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 the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement; 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 outstanding hereunder or (iii) the reduction of or the rate of interest payable on the Revolving Loans such amount or any amount of fees related thereto.
payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with such Bank. Such Bank may furnish any information concerning the Borrowers in the possession of such Bank from time to time to assignees and participants (fincluding prospective assignees and participants); provided that such Bank shall require any such prospective assignee or such participant (prospective or otherwise) Any Bank mayto agree in writing to maintain the confidentiality of such information. Notwithstanding any provision of this Section 11.5 to the contrary, in no event shall any participant have greater rights with respect to any or all of the Borrowers than those held by the Bank from which it obtained its participating interest. In connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.5, disclose to the assignee 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, prior to any such disclosureparagraph (a), the assignee or participant or proposed assignee or participant assigning Bank shall agree pay the Agent an administrative fee for processing such assignment in writing to preserve the confidentiality amount of any confidential information relating to the Borrower received by it from such Bank$2,500.
(gb) Nothing herein shall prohibit In addition to the assignments and participations permitted under paragraph (a) above, any Bank from pledging or assigning may assign and pledge all or any portion of its Loans and Note to (i) any affiliate of such Bank's rights under this Agreement Bank or (ii) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and the other Loan Documents to a any Operating Circular issued by such Federal Reserve Bank; PROVIDED, HOWEVER, that no . No such pledge or assignment or enforcement thereof shall release such the assigning Bank from its obligations hereunder or under any other Loan Documenthereunder.
Appears in 1 contract
Assignment; Participations. (a) Upon thirty (30) days prior notice to the Borrower and with the written consent of the Agent and the Borrower (which consent shall not be unreasonably withheld), each Bank Each Lender may assign to one or more commercial banks or financial institutions Eligible Assignees all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a an undivided portion of all of its Commitment Commitments, Loans, and the amounts under the Revolving Loans owing to all Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) each such assignment shall be of a constantuniform, and not a varying, undivided percentage of all rights and obligations under and in respect of the assigning BankCommitments and Loans; (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, (ii) the amount of the Commitment of the assigning Bank Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance) Acceptance with respect to such assignment assignment) shall in no event be less than $5,000,000 and 5,000,000; (iii) each such assignment shall be to an integral multiple Eligible Assignee; (iv) no such assignments shall be permitted without the consent of $500,000 the Agent (such consent not to be unreasonably withheld 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 incrementdelayed), ; and (iiiv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (as defined in (c) below)Register, an Assignment and Acceptance Acceptance, substantially in the form of EXHIBIT G, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 non-refundable processing fee from the assigning Bank. Notwithstanding the foregoing, no written consent of the Borrower shall be required in connection with any assignment by a Bank to an Affiliate of such Bank of all or a portion of its rights and obligations under this Agreement. 3,500.
(b) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, (xi) the assignee thereunder shall be a Bank party hereto 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 of a Bank Lender hereunder and (yii) the Bank Lender 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 Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto).)
(bc) By executing and delivering an Assignment and Acceptance, the Bank Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Bank Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other loan document or any other instrument or document furnished pursuant heretohereto or thereto; (ii) such assigning Bank Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrowers or any of their Subsidiaries or the performance or observance by the Borrower Borrowers or their Subsidiaries of any of its their obligations under this Agreement any Facility Document or any other instrument or document furnished pursuant heretothereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements referred to in Section 5.8 SECTION 6.08 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 Lender or any other Bank 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; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as Agent agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Facility Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and (vivii) such assignee agrees that it will perform in accordance with the their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Bank; and (vii) such assignee represents that such assignment will not result in any Prohibited TransactionLender.
(cd) The Agent shall maintain at its address set forth on the signature pages hereto JPMorgan Chase Office 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 Banks Lenders and the Commitment of, and principal amount of the Revolving Loans owing to, to each Bank Lender from time to time (the "RegisterREGISTER"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the BorrowerBorrowers, the Agent and the Banks Lenders may treat each Person whose name is recorded in the Register as a Bank Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower Borrowers or any Bank Lender at any reasonable time and from time to time upon reasonable prior notice.
(de) Upon its receipt of an Assignment and Acceptance executed by an assigning Bank Lender and its an assignee, together with any Note or Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of EXHIBIT Ecompleted, (i) accept such Assignment and Acceptance, ; (ii) record the information contained therein in the Register Register; and (iii) give prompt notice thereof to the BorrowerBorrowers. In the case of any assignment by a Lender, within five (5) Banking Days after its receipt of such notice, the Borrowers, at their own expense, shall execute and deliver to the Agent in exchange for the surrendered Notes, new Notes to the order of such Eligible Assignee in amounts equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, new Notes to the order of the assigning Lender in amounts equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of EXHIBIT A or EXHIBIT B as applicable.
(ef) Each Bank Lender may sell participations to one or more banks Persons (other than the Borrowers or other entities any of their Affiliates) in or to all or a any portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment Commitments or Loans and the amounts under the Revolving Loans owing to any Note or Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) such BankLender's obligations under this Agreement (including including, without limitation, its Commitment to the Borrower hereunderCommitment) shall remain unchanged, ; (ii) such Bank Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and obligations; (iii) such Lender shall remain the Borrowerholder of any such Note for all purposes of this Agreement; (iv) the Borrowers, the Agent and the other Banks Lenders shall continue to deal solely and directly with such Bank Lender in connection with such BankLender's rights and obligations under this Agreement; PROVIDED, that (v) no Bank shall transfer or grant participant under any such participation under which the participant shall have the any right to approve any amendment to or waiver of this Agreement any provision of any Facility Document, or any Revolving Noteconsent to any departure by the Borrowers or any of their Subsidiaries therefrom, except with respect to an extension of the final maturity of the Revolving Loans extent that such amendment, waiver or a reduction of consent would reduce the principal amount of of, or interest on, the rate of interest payable on the Revolving Loans Notes or any fees related theretoor other amounts payable hereunder, in each case to the extent subject to such participation, postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or release all or substantially all of the Collateral; and (vi) the identity of the participant shall have been approved by the Agent in writing to such Lender.
(fg) Any Bank Subject to the provisions of SECTION 12.06, any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.5SECTION 12.05, disclose to the assignee or participant or proposed assignee or participant participant, any information relating to the Borrower Borrowers furnished to such Bank Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree in writing to preserve the confidentiality of any confidential information relating to the Borrower received by it from such BankBorrowers.
(gh) Nothing herein shall prohibit Notwithstanding any Bank from pledging or assigning other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of such Bank's its rights under this Agreement (including, without limitation, the Loans owing to it and the other Loan Documents to a Note or Notes held by it) in favor of any Federal Reserve Bank; PROVIDED, HOWEVER, that no such pledge or assignment or enforcement thereof shall release such Bank from its obligations hereunder or under any other Loan Document.in accordance with Regulation A.
Appears in 1 contract
Sources: Credit Agreement (Hawk Corp)
Assignment; Participations. (a) Upon thirty (30) days prior notice This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Banks and their respective successors and assigns, except that the Borrower and may not assign or transfer its rights or obligations hereunder.
(b) Each Bank may, with the written consent of the Agent and the Borrower (which consent shall will not be unreasonably withheld), each Bank may withheld or delayed) assign to one or more commercial banks or financial institutions all or a portion any part of its rights and obligations under this Agreement (including without limitationCommitments, all its Note or a portion of its Commitment and the amounts under the Revolving Loans owing to it); another bank or other Person provided, however, that (i) each no such assignment consent by the Borrower or the Agent 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 required in the case of any assignment to another Bank; and (ii) any such partial assignment shall be made in an Assignment amount of at least $5,000,000.00. Upon execution and Acceptance covering all or delivery by the remaining portion assignee to the Borrower and the Agent of an assigning instrument in writing pursuant to which such assignee agrees to become a "Bank's rights " hereunder (if not already a Bank) having the Commitment and obligations under this Agreement, any lesser increment)Loan specified in such instrument, and (iii) upon consent thereto by the parties to each such assignment shall execute Borrower and deliver to the Agent, for its acceptance and recording to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the Register (as defined in (c) below), an Assignment and Acceptance and a $3,500 non-refundable processing fee from the assigning Bank. Notwithstanding the foregoing, no written consent of the Borrower shall be required in connection with any assignment by a Bank to an Affiliate of such Bank of all or a portion of its and the Agent), the obligations, rights and obligations under this Agreement. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a Bank party hereto 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 benefits of a Bank hereunder holding the Commitment and Loans (yor portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such Assignee) and the assigning 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 Acceptanceassignment, 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 Commitment (or portion thereof) so assigned. Upon each such assignment (and, in the case of assignee shall pay the Agent an assignment covering all or the remaining portion fee of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto.)
(b) By executing and delivering an Assignment and Acceptance, the Bank assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, 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 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 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 and the other Loan Documents as are delegated to the Agent by the terms hereof and thereof, 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 by the terms of this Agreement are required to be performed by it as a Bank; and (vii) such assignee represents that such assignment will not result in any Prohibited Transaction$3,500.00.
(c) The Agent shall maintain at its address set forth on the signature pages 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 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 Agreement. The Register shall be available for inspection by the 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.
(e) Each A Bank may sell participations or agree to sell to one or more banks or other entities Persons a participation in or to all or any part of any Loans held by it, or in its Commitment, in which event each purchaser of a portion of its participation (a "Participant") shall not, except as otherwise provided in Section 10.17 hereof, have any rights and obligations or benefits under this Agreement or any Note (including without limitationthe participant's rights against such Bank in respect of such participation to be those set forth in the agreements executed by such Bank in favor of the Participant). All amounts payable by the Borrower to any Bank under Article 2 hereof in respect of Loans held by it and its Commitment, all shall be determined as if such Bank had not sold or a agreed to sell any participations in such Loan and Commitment, and as if such Bank were funding each of such Loan and Commitment in the same way that it is funding the portion of its such Loan and Commitment and in which no participations have been sold. The agreement executed by such Bank in favor of the amounts under Participant shall not give the Revolving Loans owing Participant the right to it); provided, however, that require such Bank to take or omit to take any action hereunder except action directly relating to (i) such Bank's obligations under this Agreement (including without limitation, its Commitment to the Borrower hereunder) shall remain unchangedextension of the Maturity Date, (ii) the extension of a payment date with respect to any fees payable hereunder or any portion of the principal of or interest on any amount outstanding hereunder allocated to such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and participant, (iii) the Borrower, the Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement; 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 outstanding hereunder, or (iv) the reduction of or the rate of interest payable on the Revolving Loans such amount or any amount of fees related thereto.
(f) Any Bank maypayable hereunder to a rate or amount, in connection as the case may be, below that which the Participant is entitled to receive under its agreement with any assignment or participation or proposed assignment or participation pursuant to this Section 9.5, disclose to the assignee 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, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree in writing to preserve the confidentiality of any confidential information relating to the Borrower received by it from such Bank.
(gd) Nothing herein shall prohibit In addition to the assignments and participations permitted under paragraphs (b) and (c) above, any Bank from pledging or assigning may assign and pledge all or any portion of its Loan and Note to (i) any affiliate of such Bank's rights under this Agreement , or (ii) any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and the other Loan Documents to a any operating Circular issued by such Federal Reserve Bank; PROVIDED, HOWEVER, that no . No such pledge or assignment or enforcement thereof shall release such the assigning Bank from its obligations hereunder hereunder.
(e) A Bank may furnish any information concerning the Borrower or under any other Loan Documentof its Subsidiaries in the possession of such Bank from time to time to assignees and participants (including prospective assignees and participants), provided that such Bank shall require any assignee or participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information.
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Sources: Credit Agreement (Hardinge Inc)