Assignments, Participations, etc. (1) With the prior written consent of the Administrative Agent and, but only if there has not occurred and is continuing an Event of Default or Potential Default, MAC, in each case such consents not to be unreasonably withheld or delayed, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender or its Affiliate) (each an “Assignee”) all or any part of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, in a minimum amount of $5 million (or (A) if such Assignee is another Lender or an Affiliate of a Lender, $1 million; and (B) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereof); provided, however, that MAC, the Borrower, the Issuing Lender and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance Agreement and (iii) the Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500. (A) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance Agreement, shall have the rights and obligations of a Lender under the Loan Documents, (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish its rights and be released from its obligations under the Loan Documents (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (iii) this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting therefrom. (2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments. (3) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) (the “originating Lender”); provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) as though it were also a Lender thereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto. (4) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender may assign all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Lender, provided that any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunder.
Appears in 1 contract
Sources: Revolving Loan Facility Credit Agreement (Macerich Co)
Assignments, Participations, etc. (1a) With This Agreement shall be -------------------------------- binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, provided that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and, but only if there has not occurred and is continuing an Event of Default or Potential Default, MAC, in each case such consents not to be unreasonably withheld or delayed, any Lenders.
(b) Each Lender may at any time assign and delegate sell to one or more Eligible Assignees banks or other financial institutions (provided that no written consent of MAC or the Administrative Agent shall be required "Participants") participating interests in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender or its Affiliate) (each an “Assignee”) all or any part of such Lender’s rights and obligations under this Agreement (including all or a ------------ portion of its Commitment and Loans or participation in Letters of Credit or any other interest of such Lender hereunder (in respect of any Lender, its "Credit ------ Exposure"). In the Loans at event of any such sale by a Lender of participating -------- interests to a Participant, such Lender's obligations under this Agreement shall remain unchanged, such Lender shall remain solely responsible for the time owing to it) performance thereof, and the other Obligations held by such Lender hereunder, in a minimum amount of $5 million (or (A) if such Assignee is another Lender or an Affiliate of a Lender, $1 million; and (B) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereof); provided, however, that MAC, the Borrower, the Issuing Lender Borrower and the Administrative Agent may shall continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance Agreement and (iii) the Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500.
(A) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance Agreement, shall have the rights and obligations of a Lender under the Loan Documents, (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish its rights and be released from its obligations under the Loan Documents (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (iii) this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting therefrom.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in all or any portion of its 's rights and obligations under this Agreement Agreement. At the time of each sale of a participating interest, pursuant to this Section 12.04(b), the Lender shall ---------------- provide to the Borrower or the Administrative Agent revised IRS Forms, and the other Loan Documents (including all or if applicable, a Section 4.04(b)(ii) Certificate described in Section 4.04(b), ------------------- --------------- reflecting that portion of its Commitments Commitment and the Loans owing Loan retained by it on an amended IRS Form W-8BEN and that portion of its Commitment and Loan which had been sold to it) a Participant on a IRS Form W-8IMY (the “originating Lender”together with any required attachments); provided, however, . The Borrower agrees that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) as though it were also a Lender thereunder, and if amounts outstanding under this Agreement or any of the Credit Documents are due and or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off setoff in respect of its participating interest in amounts owing under this Agreement and the Credit Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4) Notwithstanding any other provision contained in this Agreement or any other Loan Document Credit Document, provided, however, that such right of setoff shall be subject to the contrary-------- ------- obligation of such Participant to share with the Lenders, any Lender may assign all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing Lenders agree to it) to any Federal Reserve Lender or the United States Treasury share with such Participant, as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Lender, provided that any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunderSection 12.
Appears in 1 contract
Assignments, Participations, etc. (1) With the prior written consent of the Administrative Agent and, but only if there has not occurred and is continuing an Event of Default or Potential Default, MAC, in each case such consents not to be unreasonably withheld or delayed, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender or its Affiliate) (each an “Assignee”) all or any part of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, in a minimum amount of $5 million (or (A) if such Assignee is another Lender or an Affiliate of a Lender, $1 million, or such lesser amount as agreed by the Administrative Agent; and (B) if such Lender’s Commitment (or Revolving Commitment and Term Loan Credit Exposure) is less than $5 million, one hundred percent (100%) thereof); provided, however, that MAC, the Borrower, the Issuing Lender, the Swing Line Lender and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender, the Swing Line Lender and the Administrative Agent by such Lender and the AssigneeAssignee and such assignment shall have been recorded in the Register in accordance with Section 11.8(1)(B); (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance Agreement and (iii) the Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500.
(A) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance Agreement, shall have the rights and obligations of a Lender under the Loan Documents, (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish its rights and be released from its obligations under the Loan Documents (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (iii) this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting therefrom.
(B) Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until receipt by Administrative Agent of a fully executed Assignment and Acceptance Agreement effecting the assignment or transfer thereof, together with the required forms and certificates regarding tax matters and any fees payable in connection with such assignment, in each case, as provided in Section 11.8(1). Each assignment shall be recorded in the Register promptly following receipt by the Administrative Agent of the fully executed Assignment Agreement and all other necessary documents and approvals, prompt notice thereof shall be provided to Borrower and a copy of such Assignment and Acceptance Agreement shall be maintained, as applicable. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding absent manifest error on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage Revolving Commitment and/or new Note evidencing such Assignee’s portion of each Series of the CommitmentsTerm Loans.
(3) Any Lender may at any time time, without notice to or the consent of any other Person, sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) (the “originating Originating Lender”); provided, however, that (i) the originating Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender, the Swing Line Lender and the Administrative Agent shall continue to deal solely and directly with the originating Originating Lender in connection with the originating Originating Lender’s rights and obligations under this Agreement and the other Loan Documents. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) as though it were also a Lender thereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender may assign all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) to any Federal Reserve Lender Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve LenderBank, provided that any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunder.
(5) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain at one of its offices a register on which it enters the names and addresses of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice to the contrary.
Appears in 1 contract
Sources: Joinder Agreement (Macerich Co)
Assignments, Participations, etc. (1a) With Any Lender may, with the prior written consent of the Administrative Agent andBorrower, but only if there has which consent shall not occurred and is continuing an Event of Default or Potential Default, MAC, in each case such consents not to be unreasonably withheld or delayedwithheld, any Lender may and Agent, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC (i) the Agent or the Administrative Agent Borrower shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender and (ii) Borrower is required upon the the occurrence of an Event of Default under Sections 7.1(f) or to another Lender or its Affiliate7.1(g)) (each an “Assignee”"ASSIGNEE") all all, or any ratable part of such Lender’s all, of the Loans, the Commitments and the other rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, in a minimum amount of $5 million 5,000,000 (or unless Agent otherwise consents to a lesser amount) or, if less, the entire Commitment of such Lender (A) if provided that, unless all of such Assignee is another assigning Lender's Loans, Commitments and other rights and obligations are assigned, the assigning Lender or an Affiliate shall retain a Commitment in a minimum amount of a Lender, $1 million; and (B) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereof5,000,000); providedPROVIDED, howeverHOWEVER, that MAC, the Borrower, the Issuing Lender Borrower and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until until:
(i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender Borrower and the Administrative Agent by such Lender and the Assignee; ;
(ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance Agreement in form and substance reasonably satisfactory to the Agent, such Lender and its Assignee (an "ASSIGNMENT AND ACCEPTANCE"); and
(iii) the assignor Lender or the Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500.
(Ab) From and after the date that the Administrative Agent notifies the assignor Lender and that the Borrower that it Agent has received and provided its consent with respect to an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: :
(i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender under this Agreement and the other Loan Documents, ; and
(ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish its rights and be released from its obligations under the Loan Documents Documents.
(but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior c) Immediately upon the making of the processing fee payment to the assignment) Agent in respect of the Assignment and (iii) Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting arising therefrom.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment . The Commitment allocated to each Assignee shall reduce such Commitment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3) Any assigning Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) (the “originating Lender”); provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) as though it were also a Lender thereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party heretoextent.
(4) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender may assign all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Lender, provided that any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunder.
Appears in 1 contract
Sources: Credit Agreement (Packaged Ice Inc)
Assignments, Participations, etc. (1a) With Any Lender -------------------------------- - may, with the prior written consent of (x) the Administrative Agent and, but only if there has not occurred and is continuing Borrower (at all times other than during the existence of an Event of Default or Potential Default) and the Administrative Agent, MAC, in each case such which consents shall not to be unreasonably withheld or delayedwithheld, any Lender may and (y) the LC Issuer at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC the Borrower or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender or to another Lender or its AffiliateLender) (each an “"Assignee”") all all, or any -------- ratable part of such Lender’s all, of the Credit Extensions, the Commitments and the other rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, provided, however, that (x) the -------- ------- aggregate principal amount of the Commitment assigned by any Lender to someone other than another Lender shall be in a minimum amount of $5 million 5,000,000 (or if less, the entire Commitment then held by such Lender) and (Ay) if after giving effect to any such Assignee is another Lender or an Affiliate of assignment by a Lender, the aggregate amount of the Commitments and/or Credit Extensions held by such assigning Lender is at least $1 million; 5,000,000 (unless such Lender has assigned the entire Commitment and (B) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereofCredit Extensions then held by it); provided, however, that MAC, the Borrower, the Issuing Lender . The Borrower and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender Borrower and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance Agreement in the form of Exhibit D ("Assignment and Acceptance") and (iii) the assignor Lender or --------- ------------------------- Assignee has paid to the Administrative Agent a processing fee in the amount of $3,5003,000.
(Ab) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received (and provided its consent with respect to) an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: , (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish its rights and be released from its obligations under the Loan Documents Documents.
(but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to c) Immediately upon each Assignee's making its processing fee payment under the assignment) Assignment and (iii) Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting arising therefrom.. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. --- -----
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3d) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “"Participant”") participating ----------- interests in all or any portion Credit Extension, the Commitment of its rights and obligations under this Agreement that Lender and the other Loan Documents (including all or a portion interests of its Commitments and the Loans owing to it) that Lender (the “"originating Lender”)") hereunder and under the ------------------ other Loan Documents; provided, however, that (i) the originating Lender’s 's -------- ------- obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender Borrower and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s 's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with
1. In the case of any such ------- ------------ participation, the Participant shall be entitled to the benefit of Sections 2.54.1, 2.6 ------------ 4.3 and 2.7 (and subject 11.5 to the burdens of Sections 2.8 and 11.8 above) extent the Lender selling such participation would be so --- ---- entitled as though it were also a Lender thereunderhereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4e) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contraryAgreement, any Lender may assign at any time create a security interest in, or pledge, all or any portion of its rights under and obligations under interest in this Agreement and the other Loan Documents (including all or a portion in favor of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to in accordance with Regulation A of the Board of Governors of the Federal Reserve System FRB or U.S. Treasury Regulation 31 CFR (S)203.14, and any Operating Circular issued by such Federal Reserve LenderBank may enforce such pledge or security interest in any manner permitted under applicable law.
(f) Notwithstanding the foregoing, provided that any payment in respect the LC Issuer may not assign its obligation to issue Letters of such assigned interests made by Credit without the Borrower to or for the account consent of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunder.
Appears in 1 contract
Assignments, Participations, etc. (1a) With Any Lender may, with the prior written consent of the Administrative Agent and, but only if there has not occurred and is continuing Company at all times other than during the existence of an Event of Default or Potential Defaultand the Administrative Agent, MAC, in each case such consents which consent of the Company shall not to be unreasonably withheld or delayed, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC the Company or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender or to another Lender or its AffiliateLender) (each an “Assignee”"ASSIGNEE") all all, or any ratable part of such Lender’s all, of the Loans, the Commitments and the other rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, in a minimum amount of $5 million (or (A) 5,000,000 or, if less, 100% of such Assignee is another Lender or an Affiliate of a Lender▇▇▇▇▇▇'s outstanding Loans and/or Commitment; PROVIDED, $1 million; and (B) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereof); provided, howeverHOWEVER, that MAC, the Borrower, the Issuing Lender Company and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender Company and the Administrative Agent by such Lender ▇▇▇▇▇▇ and the Assignee; , (iiB) such Lender and its Assignee shall have delivered to the Borrower Company and the Administrative Agent an Assignment and Acceptance Agreement in the form of EXHIBIT D ("ASSIGNMENT AND ACCEPTANCE") together with any Note or Notes subject to such assignment and (iiiC) the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500; PROVIDED, FURTHER, that upon receipt of notice from any Lender that such Lender intends, pursuant to this SECTION 10.08, to make any such assignment and delegation to an Assignee other than an Affiliate of such Lender or another Lender, then, so long as no Event of Default has occurred and is continuing, the Company shall have 10 days from the date of receipt of such notice to obtain an Assignee (which Assignee shall be reasonably satisfactory to the Administrative Agent and the assignor Lender) to accept such assignment and delegation from such Lender, in lieu of the Assignee specified by such assignor Lender, with such assignment to be made otherwise in compliance with this SECTION 10.08, except that the $3,500 processing fee shall be paid by the Company or the Assignee chosen by the Company; PROVIDED, FURTHER, that if any Assignee chosen by the Company pursuant to preceding proviso is found to be unsatisfactory to the assignor Lender, then the Company shall have an additional 10-day period to obtain another Assignee.
(Ab) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received (and, if required, provided its consent with respect to) an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: , (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish its rights and be released from its obligations under the Loan Documents Documents.
(but c) Within five (5) Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, (and provided that it consents to such assignment in accordance with SUBSECTION 10.08(a)), the Company shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior execute and deliver to the assignment) Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Lender has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Lender (iii) such Notes to be in exchange for, but not in payment of, the Notes held by such ▇▇▇▇▇▇). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender PRO TANTO.
(2d) Within five Business Days after its receipt The Administrative Agent shall maintain a copy of notice by each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans owing to, each Lender from time to time. The entries in such register shall be conclusive, in the absence of manifest error, and the Company, the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment the Lenders shall treat each person whose name is recorded in such register as the owner of the processing fee (which notice Commitments and the Loans recorded therein for all purposes of this Agreement. The register shall also be sent available for inspection by the Administrative Agent Company, any Lender and their representatives, at any reasonable time and from time to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitmentstime upon reasonable prior notice.
(3e) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower Company (a “Participant”"PARTICIPANT") participating interests in all or any portion Loans, the Commitment of its rights and obligations under this Agreement that Lender and the other Loan Documents (including all or a portion interests of its Commitments and the Loans owing to it) that ▇▇▇▇▇▇ (the “originating Lender”)"ORIGINATING LENDER") hereunder and under the other Loan Documents; providedPROVIDED, howeverHOWEVER, that (i) the originating Lender’s 's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender Company and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s 's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in clause (a) (but only in respect of any increase of any Commitment of any originating Lender), (b) or (c) of the FIRST PROVISO to SECTION 10.
01. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.5SECTIONS 3.01, 2.6 3.03 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) 10.05 as though it were also a Lender thereunderhereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4f) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contraryAgreement, (i) any Lender may assign at any time create a security interest in, or pledge, all or any portion of its rights under and obligations under interest in this Agreement and the other Loan Documents (including all or a portion Note held by it in favor of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Bank in accordance with Regulation A of the Board of Governors FRB or U.S. Treasury Regulation 31 CFR Section 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law and (ii) any Lender that is a fund that invests in bank loans may, without the consent of the Federal Reserve System Administrative Agent or the Company, pledge all or any portion of its rights under and interest in this Agreement to any Operating Circular trustee or to any other representative of holders of obligations owed or securities issued by such Federal Reserve Lenderfund as security for such obligations or securities; PROVIDED, provided that any payment in respect transfer to any Person upon the enforcement of such assigned interests pledge or security interest may only be made by the Borrower subject to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunderSECTION 10.
Appears in 1 contract
Assignments, Participations, etc. (1a) With Any Lender may, with the prior written consent of Max Re (at all times other than during the Administrative Agent and, but only if there has not occurred and is continuing existence of an Event of Default or Potential Default) and the Administrative Agent, MAC, in each case such which consents shall not to be unreasonably withheld or delayedwithheld, any Lender may and the Fronting Bank, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC Max Re or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender or its AffiliateEligible Assignee that is an existing Lender) (each an “Assignee”) all all, or any ratable part of such Lender’s all, of the Credit Extentions, the Commitments and the other rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, provided, however, that (w) the aggregate principal amount of the Commitments assigned by any Lender to someone other than another Lender shall be in a minimum amount of $5 million 5,000,000 (or if less, the entire Commitments then held by such Lender), (Ax) if after giving effect to any such Assignee is another Lender or an Affiliate of assignment by a Lender, the aggregate amount of the Commitments and/or Credit Extensions held by such assigning Lender is at least $1 million; 5,000,000 (unless such Lender has assigned the entire Commitments and Credit Extensions then held by it), (y) after giving effect to any such assignment by a Lender, the Assignee Percentage under the Tranche A Commitment and Tranche B Commitment is the same and the Percentage of the assignor Lender under the Tranche A Commitments and the Tranche B Commitments is the same, and (Bz) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereof); provided, however, that MAC, the Borrower, Assignee provides the Issuing Lender Administrative Agent and Max Re with the form specified in Section 9.10. The Borrowers and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender Max Re and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Max Re and the Administrative Agent an Assignment and Acceptance Agreement in the form of Exhibit C (“Assignment and Acceptance”) and (iii) the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,5002,500.
(Ab) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received (and provided its consent with respect to) an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: , (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender under the Loan Credit Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Credit Documents have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish its rights and be released from its obligations under the Loan Documents (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (iii) this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting therefromCredit Documents.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) (the “originating Lender”); provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) as though it were also a Lender thereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender may assign all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Lender, provided that any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunder.
Appears in 1 contract
Assignments, Participations, etc. (1a) With Any Lender may, with the prior written consent of the Administrative Agent and, but only if there has not occurred and is continuing Company at all times other than during the existence of an Event of Default or Potential Defaultand the Administrative Agent, MAC, in each case such which consents of the Company and the Administrative Agent shall not to be unreasonably withheld or delayedwithheld, any Lender may at any time assign and delegate to one or more Eligible Assignees (each, an “Assignee”) (provided that no written consent of MAC the Company or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender or to another Lender or its AffiliateLender) (each an “Assignee”) all all, or any ratable part of such Lender’s all, of the Loans, the Pro Rata Share of the Commitments, the L/C Obligations and the other rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, in a minimum amount of $5 million (or (A) if such Assignee is another Lender or an Affiliate of a Lender, $1 million; and (B) if such Lender’s Commitment is less 25,000,000 for assignments to other than $5 million, one hundred percent (100%) thereof)Affiliates; provided, however, that MAC, the Borrower, the Issuing Lender Company and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender Company and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Company and the Administrative Agent an Assignment and Acceptance Agreement in the form of Exhibit F (“Assignment and Acceptance”) together with any Note or Notes subject to such assignment and (iii) the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500.
(Ab) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received (and provided its consent with respect to) an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: , (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish its rights and be released from its obligations under the Loan Documents Documents.
(but c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee, the Company shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior execute and deliver to the assignment) Administrative Agent, new Notes evidencing such Assignee’s assigned Loans and Pro Rata Share of each Commitment and, if the assignor Lender has retained a portion of its Loans and its Pro Rata Share of the Commitments, replacement Notes in the principal amount of the Loans retained by the assignor Lender (iii) such Notes to be in exchange for, but not in payment of, the Notes held by such Lender). Immediately upon each Assignee’s making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Pro Rata Shares of the Commitments resulting arising therefrom. The Pro Rata Share of each Commitment allocated to each Assignee shall reduce such Pro Rata Shares of the assigning Lender pro tanto.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3d) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower Company (a “Participant”) participating interests in all or any portion Loans, the Pro Rata Share of its rights the Commitments, and obligations under this Agreement L/C Obligations of that Lender and the other Loan Documents (including all or a portion interests of its Commitments and the Loans owing to it) that Lender (the “originating Lender”)) hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the BorrowerCompany, the Issuing Lender and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan DocumentsLoan
01. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.54.01, 2.6 4.03 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) 11.05 as though it were also a Lender thereunderhereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. Each Participant may have voting rights only with respect to matters involving (i) extension of the Maturity Date or any other date upon which any payment of money is due to the Lenders, and Section 11.10 (ii) reduction of this Agreement shall apply the rate of interest on the Notes, any fee or any other monetary amount payable to such Participant as if it were a Lender party heretothe Lenders, (iii) reduction of the amount of any installment of principal due, (iv) release of the guaranty, or any substantial portion of the collateral, or (v) changing the definition of “Requisite Lenders.
(4e) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contraryAgreement, any Lender may assign at any time create a security interest in, or pledge, all or any portion of its rights under and obligations under interest in this Agreement and the other Loan Documents (including all or a portion Notes held by it in favor of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System FRB or U.S. Treasury Regulation 31 CFR §203.14, and any Operating Circular issued by such Federal Reserve Lender, provided that Bank may enforce such pledge or security interest in any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereundermanner permitted under applicable law.
Appears in 1 contract
Sources: Credit Agreement (Tracinda Corp)
Assignments, Participations, etc. (1) With the prior written consent of the Administrative Agent and, but only if there has not occurred and is continuing an Event of Default or Potential Default, MAC, in each case such consents not to be unreasonably withheld or delayed, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender or its Affiliate) (each an “Assignee”) all or any part of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and Percentage Share of the Loans Term Loan at the time owing to it) and the other Obligations held by such Lender hereunder, in a minimum amount of $5 million 5,000,000 (or (A) if such Assignee is another Lender or an Affiliate of a Lender, $1 million1,000,000, or such lesser amount as agreed by the Administrative Agent; and (B) if such Lender’s Commitment Percentage Share of the Term Loan is less than $5 million5,000,000, one hundred percent (100%) thereof); provided, however, that MAC, the Borrower, the Issuing Lender Borrower and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender Borrower and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance Agreement and (iii) the Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500.
(A) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance Agreement, shall have the rights and obligations of a Lender under the Loan Documents, (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish its rights and be released from its obligations under the Loan Documents (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (iii) this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments Percentage Shares resulting therefrom.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage Share of the CommitmentsTerm Loan.
(3) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in all or any portion of its rights and obligations under this Agreement the Term Loan and the other Loan Documents (including all or a portion interests of its Commitments and the Loans owing to it) that Lender (the “originating Originating Lender”)) hereunder and under the other Loan Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender Borrower and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) as though it were also a Lender thereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender may assign all or any portion of its rights and obligations under this Agreement and Percentage Share of the other Term Loan Documents (including all or a portion of its Commitments and the Loans owing to it) held by it to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any “Operating Circular Circular” issued by such Federal Reserve Lender, ; provided that any payment in respect of such assigned interests Percentage Share of the Term Loan made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests Percentage Share of the Term Loan to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunder.
Appears in 1 contract
Assignments, Participations, etc. (1a) With Any Bank may, with the prior written consent of (i) the Administrative Agent and, but only if there has not occurred and is continuing Company at all times other than during the existence of an Event of Default or Potential Default, MAC, in each case such consents (which consent shall not to be unreasonably withheld or delayed) and (ii) the Administrative Agent (which consent shall not be unreasonably withheld or delayed), any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC the Company or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender Bank to an Affiliate Eligible Assignee that is an affiliate of such Lender Bank) which have not been a party to any material litigation with the Administrative Agent or to another Lender or its Affiliate) the Company (each an “Assignee”"assignee") all all, or any ratable part of such Lender’s all, of the Loans, the Commitments and the other rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender Bank hereunder, in a an initial minimum amount of $5 million (or (A) if such Assignee is another Lender or an Affiliate 10,000,000 in the case of a Lender, partial assignment and in increments of $1 million; and (B) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereof)5,000,000 in excess thereof in the case of a partial assignment; provided, however, that MAC(A) each Bank (including each Eligible Assignee) must retain a Commitment of not less than $15,000,000 after giving effect to such assignment unless its Commitment has been reduced to zero by such assignment (except for the Banks which act as the Administrative Agent and Syndication Agent, respectively, which each must retain a Commitment of not less than $50,000,000, except if such Banks resign as Administrative Agent or Syndication Agent, as applicable), and (B) the Borrower, the Issuing Lender Company and the Administrative Agent may continue to deal solely and directly with such Lender Bank in connection with the interest so assigned to an Assignee until (i1) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender Company and the Administrative Agent by such Lender Bank and the Assignee; (ii2) such Lender Bank and its Assignee shall have delivered to the Borrower Company and the Administrative Agent an Assignment assignment and Acceptance Agreement acceptance in the form of exhibit "f" ("assignment and acceptance") together with any Note or Notes subject to such assignment and (iii3) the assignor Bank or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500. All costs and expenses incurred by an assigning Bank in such assignment shall be borne by such Bank.
(Ab) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower Bank that it has received (and provided its consent with respect to and received the consent of the Company to the extent required with respect to) an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: , (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender Bank under the Loan Documents, and (ii) the assignor Lender Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish its rights and be released from its obligations under the Loan Documents Documents.
(but c) Within five Banking Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and acceptance and all necessary tax forms under Section 9.10 and payment of the processing fee (and provided that it consents to such assignment in accordance with Section 10.6(A)), the Company shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior execute and deliver to the assignment) Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitment and, if the assignor Bank has retained a portion of its Loans and its Commitment, replacement Notes in the principal amount of the Loans retained by the assignor Bank (iii) such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitment of THE assigning bank pro tanto.
(2d) Within five Business Days after its receipt Any Bank may, with the written consent of notice by (i) the Company at all times other than during the existence of an Event of Default (which consent shall be at the Company's sole and absolute discretion) and (ii) the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice consent shall also not be sent by the Administrative Agent to each Lenderunreasonably withheld or delayed), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower financial institutions (a “Participant”"participant") participating interests in all or any portion Loans, the Commitment of its rights and obligations under this Agreement that Bank and the other Loan Documents (including all or a portion interests of its Commitments and the Loans owing to it) that bank (the “"originating Lender”)bank") hereunder and under the other loan documents; provided, however, that (iA) the originating Lender’s Bank's obligations under this Agreement shall remain unchanged, (iiB) the originating Lender Bank shall remain solely responsible for the performance of such obligations, and (iiiC) the Borrower, the Issuing Lender Company and the Administrative Agent shall continue to deal solely and directly with the originating Lender Bank in connection with the originating Lender’s Bank's rights and obligations under this Agreement and the other Loan Documents, and (D) no Bank shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Banks as described in clause (b), (c) OR (G) of the first proviso to section 10.1. In in the case of any such participation, the Participant participant shall be entitled to the benefit of Sections 2.53.5, 2.6 3.7 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) 10.12 as though it were also a Lender thereunderBank hereunder, and and, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender Bank under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4e) Notwithstanding Each Bank agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information identified as "confidential" or "secret" by the Company and provided to it by the Company or any other provision contained in Subsidiary, or by the Administrative Agent on such Company's or Subsidiary's behalf, under this Agreement or any other Loan Document Document, and neither it nor any of its Affiliates shall use any such information other than in connection with or in enforcement of this Agreement and the other Loan Documents; except to the contraryextent such information (i) was or becomes generally available to the public other than as a result of disclosure by the Bank, or (ii) was or becomes available on a non-confidential basis from a source other than the Company, provided that such source is not bound by a confidentiality agreement with the Company known to the Bank; provided, however that any Bank may disclose such information (A) at the request or pursuant to any requirement of any Governmental Authority to which the Bank is subject or in connection with an examination of such Bank by any such authority; (B) pursuant to subpoena or other court process; (C) when required to do so in accordance with the provisions of any applicable Requirement of Law; (D) to the extent reasonably required in connection with any litigation or proceeding to which the Administrative Agent, any Lender Bank or their respective Affiliates may assign be party; (E) to the extent reasonably required in connection with the exercise of any remedy hereunder or under any other Loan Document; (F) to such Bank's independent auditors and other professional advisors; (G) to any Participant or Assignee, actual or potential, provided that such Person agrees in writing to keep such information confidential to the same extent required of the Banks hereunder, and (H) as to any Bank, as expressly permitted under the terms of any other document or agreement regarding confidentiality to which the Company is party or is deemed party with such Bank.
(f) Notwithstanding any other provision in this Agreement, any Bank may at any time create a security interest in, or pledge, all or any portion of its rights under and obligations under interest in this Agreement and the other Loan Documents (including all or a portion Note held by it in favor of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System FRB or U.S. Treasury Regulation 31 CFR ss.203.14, and any Operating Circular issued by such Federal Reserve Lender, provided that Bank may enforce such pledge or security interest in any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereundermanner permitted under applicable Law.
Appears in 1 contract
Assignments, Participations, etc. (1a) With Any Lender may, with the prior written consent of the Administrative Agent and, but only if there has not occurred and is continuing Borrower Representatives at all times other than during the existence of an Event of Default or Potential Default, MACand the Administrative Agent and the Issuers and the Swing Line Lender, in each case such which consents shall not to be unreasonably withheld or delayed, any Lender may at any time assign assign, pro rata, and delegate to one or more Eligible Assignees (each an "Assignee") all, or any part of all, of the Loans, the Commitments, the L/C Obligations and the other rights and obligations of such Lender hereunder, in a minimum amount, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, of $1,000,000 or, if less, the total amount of 124 such Lender's and its Affiliates outstanding Loans and/or Commitments; provided that no written consent of MAC or the Borrower Representatives, the Administrative Agent Agent, the Swing Line Lender or an Issuer shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender or any Approved Fund with respect to such Lender; provided, further that no written consent of the Borrower Representatives, the Administrative Agent, the Swing Line Lender or an Issuer shall be required in connection with any assignment and delegation by a Lender to another Lender or its Affiliate) (each and any such assignment may be in an “Assignee”) all or any part of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and amount less than the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, in a minimum amount of $5 million (or (A) if such Assignee is another Lender or an Affiliate of a Lender, $1 million; and (B) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereof)specified above; provided, howeverstill further, that MACthe Borrower Representatives, the Borrower, the Issuing Lender Administrative Agent and the Administrative Collateral Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender Borrower Representatives and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Company and the Administrative Agent an Assignment and Acceptance Agreement in the form of Exhibit D ("Assignment and Acceptance") and (iii) the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500; and provided, still further, that any such assignment by a Lender hereunder shall be of such Lender's Pro Rata share of outstanding Loans, Commitments, and L/C Obligations to the Borrowers.
(Ab) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received (and, if required, provided its consent with respect to) an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: , (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish its rights and be released from its obligations under the Loan Documents Documents.
(but c) The Administrative Agent shall maintain a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans owing to, each Lender from time to time. The entries in such register shall be entitled to indemnification as otherwise provided conclusive, in this Agreement with respect to any events occurring prior to the assignment) and (iii) this Agreement shall be deemed to be amended to the extentabsence of manifest error, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment Borrowers, the Administrative Agent and the Lenders shall treat each person whose name is recorded in such register as the owner of the Commitments resulting therefromand the Loans recorded therein for all purposes of this Agreement. The register shall be available for inspection by any Borrower, any Lender and their representatives, at any reasonable time and from time to time upon reasonable prior notice.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3d) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower BHI (a “"Participant”") participating interests in all or any portion Loans, the Commitment of its rights and obligations under this Agreement that Lender and the other Loan Documents (including all or a portion interests of its Commitments and the Loans owing to it) that Lender (the “originating "Originating Lender”)") hereunder and under the other Loan Documents; provided, however, that (i) the originating Originating Lender’s 's obligations under this Agreement shall remain unchanged, (ii) the originating Originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the BorrowerLoan Parties, the Issuing Lender Issuer, the Administrative Agent and the Administrative Collateral Agent shall continue to deal solely and directly with the originating Originating Lender in connection with the originating Originating Lender’s 's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in clause (i) of the first proviso of Section 11.01 and clause (1) of the second proviso of Section 11.01 (but only in respect of any increase of any Commitment of any Originating Lender). In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.54.01, 2.6 4.03, 4.04, 11.04 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) 11.05 as though it were also a Lender thereunderhereunder (but such Participant shall not be entitled to any amount pursuant to such Sections in excess of the amount that would have been payable to the applicable Lender had such participation not been sold), and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4e) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contraryAgreement, (i) any Lender may assign at any time create a security interest in, or pledge, all or any portion of its rights under and obligations under interest in this Agreement and the other Loan Documents (including all or a portion Loans held by it in favor of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System FRB or U.S. Treasury Regulations 31 CFR Section 203.14, and any Operating Circular issued by such Federal Reserve Lender, provided that Bank may enforce such pledge or security interest in any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereundermanner permitted under applicable law.
Appears in 1 contract
Assignments, Participations, etc. (1a) With From time to time following the prior written consent of the Administrative Agent andEffective Date, but only if there has not occurred and is continuing an Event of Default or Potential Default, MAC, in each case such consents not to be unreasonably withheld or delayed, any Lender Bank may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender or its Affiliate) (each an “Assignee”) all or any part of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and outstanding Loans; provided that (i) such assignment, if not to a Bank or an -------- Affiliate of the Loans assigning Bank, shall be consented to by the Company at all times other than during the time owing existence of a Default or Event of Default and by the Administrative Agent (which approval of the Company shall not be unreasonably withheld or delayed), (ii) a copy of a duly signed and completed Assignment and Acceptance in the form of Exhibit H ("Assignment and Acceptance") --------- ------------------------- shall be delivered to it) the Administrative Agent and the other Obligations held by such Lender hereunderCompany, (iii) except in a minimum amount the case of $5 million (or an assignment (A) if such Assignee is another Lender or to an Affiliate of a Lender, $1 million; and the assigning Bank or to another Bank or (B) if such Lender’s of the entire remaining Commitment is of the assigning Bank, the portion of the Commitment assigned shall not be less than $5 million10,000,000, one hundred percent (100%iv) thereofthe assigning Bank shall have delivered any Note or Notes subject to the assignment to the Administrative Agent, and (v) the effective date of any such assignment shall be as specified in the Assignment and Acceptance, but not earlier than the date which is five Business Days after the date the Administrative Agent has received the Assignment and Acceptance. Upon satisfaction of the conditions set forth in the prior sentence, any forms required by Section 3.01(f) and payment of the requisite fee described below, --------------- the assignee named therein shall be a Bank for all purposes of this Agreement effective as of the specified effective date to the extent of the Assigned Interest (as defined in such Assignment and Acceptance); provided, however, that MACand the assigning Bank shall be released from any further obligations under this Agreement to the extent of such Assigned Interest. Until satisfaction of the conditions set forth herein to any assignment, the Borrower, the Issuing Lender Company and the Administrative Agent may continue to deal solely and directly with such Lender the assigning Bank in connection with the interest so assigned Assigned Interest. Upon request following satisfaction of the conditions set forth herein to an Assignee until (i) written notice of such any assignment, together with payment instructions, addresses the Company shall execute and related information with respect deliver new or replacement Notes to the Assigneeassigning Bank and the assignee Bank to evidence Loans made by them. The Administrative Agent's consent to any assignment shall not be deemed to constitute any representation or warranty by any Administrative Agent-Related Person as to any matter.
(b) After receipt of a completed Assignment and Acceptance, shall have been given and receipt of an assignment fee of $3,500 from such Eligible Assignee or such assigning Bank (including in the case of assignments to the BorrowerAffiliates of assigning Banks), the Issuing Lender and the Administrative Agent by such Lender shall, promptly following the effective date thereof, provide to Borrower and the Assignee; Banks a revised Schedule 10.06 giving effect thereto. --------------
(iic) such Lender and its Assignee shall have delivered Upon advance written notice to the Borrower and the Administrative Agent an Assignment and Acceptance Agreement and (iii) the Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500.
(A) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: (i) the Assignee thereunder shall be a party hereto andCompany, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance Agreement, shall have the rights and obligations of a Lender under the Loan Documents, (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish its rights and be released from its obligations under the Loan Documents (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (iii) this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting therefrom.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3) Any Lender Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower Company (a “"Participant”") participating interests in all or any portion Loans, the Commitment ----------- of its rights and obligations under this Agreement that Bank and the other Loan Documents (including all or a portion interests of its Commitments and the Loans owing to it) that Bank (the “"originating Lender”)Bank") hereunder and under the other Loan Documents; provided, however, that (i) the -------- ------- originating Lender’s Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) as though it were also a Lender thereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender may assign all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Lender, provided that any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunder.remain
Appears in 1 contract
Sources: Credit Agreement (Mattel Inc /De/)
Assignments, Participations, etc. (1a) With Any Lender may, with the prior written consent of the Administrative Company at all times other than during the existence of an Event of Default, the Agent and, but only if there has in the case of the Revolving Loans, each Alternate Currency Lender and each Alternate Currency LC Issuer, which consents of the Company, each Alternate Currency Lender, each Alternate Currency LC Issuer and the Agent shall not occurred and is continuing an Event of Default or Potential Default, MAC, in each case such consents not to be unreasonably withheld or delayedwithheld, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC the Company or the Administrative Agent or each Alternate Currency Lender or each Alternate Currency LC Issuer) shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender or to another Lender or its Affiliatean existing Lender) (each an “"Assignee”") all all, or any part of, of such Lender’s rights and obligations under this Agreement (including all or a portion the Assignable Credit Exposure of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, in a minimum principal or face amount of $5 million 5,000,000 or, if less, the entire principal amount held by such Lender (provided that the foregoing limitation with respect to minimum principal or face amount of an assignment and delegation shall not apply to assignments to an existing Lender); provided that (Ai) if such Assignee is another Lender or an Affiliate of a Lender's Term A Dollar Loans and Term A Euro Loans shall be assigned on a pro rata basis, $1 million; and (Bii) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereof); provided, however, that MAC, the Borrower, the Issuing Lender Company and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (iA) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the BorrowerCompany, the Issuing Agent and, in the case of the Revolving Loans, each Alternate Currency Lender and the Administrative Agent each Alternate Currency LC Issuer by such Lender and the Assignee; (iiB) such Lender and its Assignee shall have delivered to the Borrower Company, the Agent and, in the case of the Revolving Loans, each Alternate Currency Lender and the Administrative Agent each Alternate Currency LC Issuer an Assignment and Acceptance Agreement in the form of Exhibit E ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (iiiC) the Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500; (iii) if the assignor Lender or any of its Affiliates is a Swap Provider with respect to any Specified Swap Contract, such Lender shall not assign all of its Assignable Credit Exposure to an Assignee unless such Assignee, or an Affiliate of such Assignee, shall also assume all obligations of such assignor Lender or Affiliate with respect to such Specified Swap Contracts, with the consent of the Company; and (iv) if because of circumstances in effect on the effective date of any assignment, the Company would, under Section 3.1, be obligated to make any payment to or for the account of the applicable Assignee, the Company shall only be obligated to make such payment to the extent that it would then have been obligated to make such payment to the assignor Lender.
(Ab) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received (and, if required, provided its consent with respect to) an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: , (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender under the Loan Credit Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Credit Documents have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish its rights and be released from its obligations under the Loan Documents Credit Documents.
(but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to c) Immediately upon each Assignee's making its processing fee payment under the assignment) Assignment and (iii) Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and and, if applicable, the resulting adjustment of the Revolving Commitments resulting arising therefrom. Any Revolving Commitment allocated to an Assignee shall reduce such Revolving Commitment of the assigning Lender pro tanto.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3d) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower Company (a “"Participant”") participating interests in all or any portion Loans, the Revolving Commitment of its rights and obligations under this Agreement that Lender and the other Loan Documents (including all or a portion interests of its Commitments and the Loans owing to it) that Lender (the “originating "Originating Lender”)") hereunder and under the other Credit Documents; provided, however, that provided that
(i) the originating Originating Lender’s 's obligations under this Agreement shall remain unchanged, (ii) the originating Originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender Company and the Administrative Agent shall continue to deal solely and directly with the originating Originating Lender in connection with the originating Originating Lender’s 's rights and obligations under this Agreement and the other Loan Credit Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Credit Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in the first proviso to Section 10.
1. In the case of any such participation, (i) the Participant shall be entitled to the benefit of Sections 2.53.1, 2.6 3.3 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) 10.5 as though it were also a Lender thereunderhereunder, provided that if because of circumstances in effect on the effective date of any sale of a participating interest, the Company would, under Section 3.1, be obligated to make any payment to or for the account of the applicable Originating Lender, the Company shall only be obligated to make such payment to the extent that it would then have been obligated to make such payment to such Originating Lender if it had not sold such participating interest, and (ii) the Participant shall not have any rights under this Agreement, or any of the other Credit Documents, and all amounts payable by the Company hereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4e) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contraryAgreement, any Lender may assign at any time create a security interest in, or pledge, all or any portion of its rights under and obligations under interest in this Agreement and the other Loan Documents (including all or a portion in favor of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System FRB or U.S. Treasury Regulation 31 CFR ss.203.14, and any Operating Circular issued by such Federal Reserve Lender, provided that Bank may enforce such pledge or security interest in any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereundermanner permitted under applicable law.
Appears in 1 contract
Assignments, Participations, etc. (1a) With Any Lender may, with the prior written consent of the Borrower and the Administrative Agent and, but only if there has in the case of Revolving Commitments and Special Facility Obligations, the Fronting Lender, which consents shall not occurred and is continuing an Event of Default or Potential Default, MAC, in each case such consents not to be unreasonably withheld or delayedwithheld, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC or the Administrative Agent Borrower shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender or to another Lender or its Affiliate) (each an “Assignee”Lender) all or any part of such Lender’s the Revolving Loans, the Tranche A Term Loans, the Tranche B Term Loans, the Tranche C Term Loans, the Tranche D Term Loans, the Revolving Commitments and the Special Facility Obligations and the other rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, in a minimum amount of the lesser of $5 million 5,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent in their sole and absolute discretion) and the full remaining amount of such Lender's Revolving Loans, Tranche A Term Loans, Trance B Term Loans, Tranche C Term Loans, Tranche D Term Loans, Revolving Commitments or Special Facility Obligations (A) if except that no such Assignee is another minimum shall be applicable on an assignment to a Lender or an Affiliate of a Lender, $1 million; and (B) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereof); provided, however, that MAC, the Borrower, the Issuing Lender Borrower and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Eligible Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Eligible Assignee, shall have been given to the Borrower, the Issuing Lender Borrower and the Administrative Agent by such Lender and the Eligible Assignee; (ii) such Lender and its Eligible Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance Agreement substantially in the form of Exhibit J ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (iii) the assignor Lender or Eligible Assignee has paid to the Administrative Agent a registration and processing fee in the amount of $3,5003,000.
(Ab) From Upon the request of the Eligible Assignee, solely to facilitate the pledge or assignment of its Loans to any Federal Reserve Bank, the Borrower shall issue Notes to the Eligible Assignee. Upon the request of the assignor Lender, if applicable, solely to facilitate the pledge or assignment of its Loans to any Federal Reserve Bank, the Borrower shall issue a reduced Note to such assignor in exchange and after replacement for its then existing Note.
(c) The Administrative Agent, on behalf of the date that Borrower, shall maintain at the address of the Administrative Agent notifies specified on Schedule 11.2 (or at such other address as may be designated by the assignor Lender and the Borrower that it has received an executed Administrative Agent from time to time in accordance with Section 11.2) a copy of each 100 Assignment and Acceptance delivered to it and a register (the "Register") for the recordation of the names and addresses of the Lenders and the Commitment of and principal amount of the Loans owing to each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of a Loan or other obligation hereunder as the owner thereof for all purposes of this Agreement and payment of the above-referenced processing fee: (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned Documents, notwithstanding any notice to it pursuant the contrary. Any assignment of any Loan or other obligation hereunder shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to such time upon reasonable prior notice.
(d) Upon its receipt of an Assignment and Acceptance Agreementexecuted by an assigning Lender and an Eligible Assignee (and consented to by the Administrative Agent and, shall have in the rights case of Revolving Commitments and obligations Special Facility Obligations, by the Fronting Lender and, in the case of a Lender under an Eligible Assignee that is not an Affiliate of the Loan Documentsassigning Lender, by the Borrower (iiin each case such consent not to be unreasonably withheld)) the assignor Lender shall, together with payment to the extent that rights Administrative Agent of the registration and obligations hereunder processing fee described in clause (a)(iii), the Administrative Agent shall record the information contained therein in the Register and under the other Loan Documents have been assigned by it pursuant to give notice of such Assignment acceptance and Acceptance Agreement, relinquish its rights and be released from its obligations under the Loan Documents (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior recordation to the assignment) Lenders and (iii) the Borrower. Immediately upon the recordation of such information in the Register, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting arising therefrom, and (i) the Eligible 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 and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under the Loan Documents. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3e) Any Lender may at any time sell to one or more commercial banks Lenders or other Persons not Affiliates of the Borrower (a “"Participant”") participating interests in all or any portion Loans, the Commitment of its rights and obligations under this Agreement that Lender and the other Loan Documents (including all or a portion interests of its Commitments and the Loans owing to it) that Lender (the “originating "Originating Lender”)") hereunder and under the other Loan Documents; provided, however, that (i) the originating Originating Lender’s 's obligations under this Agreement shall remain unchanged, (ii) the originating Originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Fronting Lender and the Administrative Agent shall continue to deal solely and directly with the originating Originating Lender in connection with the originating Originating Lender’s 's rights and obligations under this Agreement and the other Loan DocumentsDocuments and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require the consent of the Originating Lender as an affected Lender as described in clause (a)(i) of Section 11.
1. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.54.1, 2.6 4.3 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) 11.5 as though it were also a Lender thereunderhereunder, but shall not be entitled to any greater amount than would be payable to the original Lender if no participation had been made and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4f) Subject to Section 11.9, the Borrower authorizes each Lender to disclose to any Eligible Assignee or Participant (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning the Borrower and its Affiliates that has been delivered to such Lender by or on behalf of the Borrower in connection with such Lender's credit evaluation of the Borrower and its Affiliates prior to such Transferee or prospective Transferee becoming a party to this Agreement; provided, however, that neither the Administrative Agent nor any Lender shall provide to any Transferee or prospective Transferee any of the Confidential Information unless such person shall have previously executed a confidentiality agreement containing substantially similar terms to the terms specified in Section 11.9.
(g) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contraryAgreement, any Lender may assign at any time create a security interest in, or pledge, all or any portion of its rights under and obligations under interest in this Agreement and the other Loan Documents (including all or a portion Note held by it in favor of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System FRB or U.S. Treasury Regulation 31 CFR ss.203.14, or any successor thereto, and any Operating Circular issued by such Federal Reserve Lender, provided that Bank may enforce such pledge or security interest in any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereundermanner permitted under applicable law.
Appears in 1 contract
Sources: Credit Agreement (E&s Holdings Corp)
Assignments, Participations, etc. (1) With 10.6.1 Any Bank may, with the prior written consent of the Administrative Agent and, but only if there has not occurred and is continuing Borrower (except during the existence of an Event of Default or Potential Default, MACwhen the Borrower's consent is not required) and the Administrative Agent, in each case such which consents shall not to be unreasonably withheld or delayed, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender or its Affiliate) (each an “"Assignee”") all all, or any ratable part of such Lender’s all, of the -------- Loans, the Commitment and the other rights and obligations of such Bank under this Agreement (including all or a portion of its Commitment the Loan Documents and the Loans at the time owing to it) and the other Obligations held by such Lender hereunderEnvironmental Indemnity, in a minimum amount of $5 million (or (A) if such Assignee is another Lender or an Affiliate 20,000,000.00 and integral multiples of a Lender, $1 million; and (B) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) 1,000,000.00 in excess thereof); provided, however, that MACBofA shall retain for its own account not less than -------- $50,000,000.00 of such Loans, Commitment and other rights and obligations; provided further, however, that if a Bank other than BofA assigns less than all ---------------- of its Loans, Commitment and other rights and obligations to an Assignee, such Bank shall retain for its own account not less than $25,000,000.00 of such Loans, Commitments and other rights and obligations; and provided further, ---------------- however, that the Borrower, the Issuing Lender Borrower and the Administrative Agent may continue to deal solely and directly with such Lender the assigning Bank in connection with the interest so assigned to an Assignee until (i) the assigning Bank and Assignee shall have delivered to the Borrower and the Administrative Agent written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender and the Administrative Agent by such Lender and the Assignee; (ii) such Lender the assigning Bank and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance Agreement in the form of Exhibit E (an "Assignment and --------- -------------- Acceptance"); and (iii) the assigning Bank or Assignee has paid to the ---------- Administrative Agent a processing fee in the amount of $3,5005,000.00.
(A) 10.6.2 From and after the date that on which the conditions set forth in Section 10.6.1 are met and the Administrative Agent notifies the assignor Lender and the Borrower assigning Bank -------------- that it has received (and provided its consent with respect to) an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: , (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender Bank under the Loan DocumentsDocuments and the Environmental Indemnity, and (ii) the assignor Lender assigning Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish its rights and be released from its obligations under the Loan Documents (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (iii) this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting therefrom.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in all or any portion of assigned its rights and obligations under this Agreement and the other Loan Documents pursuant to such Assignment and Acceptance, relinquish its rights and (including all so long as the Assignee is not an Affiliate or a portion Subsidiary of the assigning Bank or of a Person of which the assigning Bank is an Affiliate or a Subsidiary) be released from its Commitments obligations under the Loan Documents.
10.6.4 Any Bank may, at any time, sell to one or more commercial banks or other Persons that are not Affiliates of the Borrower (each a "Participant") participation interests in any Loans, the Commitment of that Bank ------------ and the Loans owing to it) other interests of that Bank (the “"originating Lender”)Bank") under this Agreement and the other Loan Documents; provided, however, that (i) the amount -------- ------- of any such participation interest shall be not less than $20,000,000.00 and shall be in integral multiples of $1,000,000.00 in excess thereof, (ii) the originating Lender’s Bank shall retain for its own account not less than $25,000,000.00 of the Loans, the Commitment and the other interests of such originating Bank under this Agreement and the other Loan Documents, (iii) the originating Bank's obligations under this Agreement shall remain unchanged, (iiiv) the originating Lender Bank shall remain solely responsible for the performance of such obligations, and (iiiv) the Borrower, the Issuing Lender Borrower and the Administrative Agent shall continue to deal solely and directly with the originating Lender Bank in connection with the originating Lender’s Bank's rights and obligations under this Agreement and the other Loan Documents, and (vi) no Bank shall transfer or grant any participation interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Banks as described in the first proviso to Section 10.
1. In the case of any such ----- ------- ------------ participation, the Participant shall be entitled to the benefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) as though it were also a Lender thereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall not have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender any rights under this Agreement, or any of the other Loan Documents, and Section 11.10 of this Agreement all amounts payable by the Borrower hereunder shall apply to such Participant be determined as if it were a Lender party heretosuch Bank had not sold such participation.
(4) 10.6.5 Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contraryAgreement, any Lender Bank may assign at any time create a security interest in, or pledge, all or any portion of its rights under and obligations under interest in this Agreement and the other Loan Documents (including all or a portion Note it holds in favor of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System FRB or U.S. Treasury Regulation 31 CFR ' 203.14, and any Operating Circular issued by such Federal Reserve Lender, provided that Bank may enforce such pledge or security interest in any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereundermanner permitted under applicable law.
Appears in 1 contract
Sources: Line of Credit Loan Agreement (Catellus Development Corp)
Assignments, Participations, etc. (1a) With the prior written consent of the Administrative Agent and, but only if there has not occurred and is continuing an Event of Default or Potential Default, MAC, in each case such consents not to be unreasonably withheld or delayed, any Any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender or its Affiliate) (each an “"Assignee”") all all, or any part ratablepart of such Lender’s all, of -------- the Loans, the Commitments and the other rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, in a minimum amount of the lesser of (i) $5 million (5,000,000 or (Aii) if such Assignee is another Lender or an Affiliate the full amount of a Lenderthe Loans, $1 million; the Commitments and (B) if the other rights and obligations of such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereof); provided, however, that MAC, the Borrower, the Issuing Lender Borrower and the Administrative Post-Petition Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender Borrower and the Administrative Post-Petition Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Post-Petition Agent an Assignment and Acceptance in the form of Exhibit H ("Assignment and Acceptance"), requiring, among other --------- ------------------------- things, that any Assignee agree to be bound by the U.K./US Intercreditor Agreement and the Securitization Intercreditor Agreement and (iii) the assignor Lender or Assignee has paid to the Administrative Post-Petition Agent a processing fee in the amount of $3,500, and, provided, further any assignment shall be subject to the restrictions of the Warrant Agreement.
(Ab) From and after the date that the Administrative Post-Petition Agent notifies the assignor Lender and the Borrower that it has received an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: , (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish its rights and be released from its obligations under the Loan Documents Documents.
(but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to c) Immediately upon each Assignee's making its processing fee payment under the assignment) Assignment and (iii) Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the 101 resulting adjustment of the Commitments resulting arising therefrom.. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. --- -----
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3d) Any Lender may at any time sell to one or more commercial banks Lenders or other Persons not Affiliates of the Borrower (a “"Participant”") participating interests in all or any portion Loans, ----------- the Commitment of its rights and obligations under this Agreement that Lender and the other Loan Documents (including all or a portion interests of its Commitments and the Loans owing to it) that Lender (the “originating "Originating Lender”)") hereunder and under the other Loan Documents; ------------------ provided, however, that (i) the originating Originating Lender’s 's obligations under this Agreement shall remain unchanged, (ii) the originating Originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender Borrower and the Administrative Post-Petition Agent shall continue to deal solely and directly with the originating Originating Lender in connection with the originating Originating Lender’s 's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in the first proviso ------- to Section
14.1. In the case of any such participation, the Participant ------------ shall be entitled to the benefit of Sections 2.55.2, 2.6 5.4 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) 11.5 as though it ------------ --- ---- were also a Lender thereunder, and hereunder provided that all amounts payable by the Borrower hereunder shall be determined as if such Originating Lender had not sold such participation. If amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4e) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contraryAgreement, any Lender may assign at any time create a security interest in, or pledge, all or any portion of its rights under and obligations under interest in this Agreement and the other Loan Documents (including all or a portion in favor of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System FRB or U.S. Treasury Regulation 31 CFR (S)203.14, and any Operating Circular issued by such Federal Reserve Lender, provided that Bank may enforce such pledge or security interest in any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereundermanner permitted under applicable law.
Appears in 1 contract
Sources: Post Petition Multicurrency Superpriority Credit Agreement (Apw LTD)
Assignments, Participations, etc. (1) With 10.6.1 Any Bank may, with the prior written consent of the Administrative Agent and, but only if there has not occurred and is continuing Borrower (except during the existence of an Event of Default or Potential Default, MACwhen the Borrower's consent is not required) and the Administrative Agent, in each case such which consents shall not to be unreasonably withheld or delayed, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender or its Affiliate) (each an “"Assignee”") all all, or any ratable part of such Lender’s all, of the Loans, -------- the Commitment and the other rights and obligations of such Bank under this Agreement (including all or a portion of its Commitment the Loan Documents and the Loans at the time owing to it) and the other Obligations held by such Lender hereunderEnvironmental Indemnity, in a minimum amount of $5 million (or (A) if such Assignee is another Lender or an Affiliate 20,000,000.00 and integral multiples of a Lender, $1 million; and (B) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) 1,000,000.00 in excess thereof); provided, however, that MACBofA shall retain for its own account not less than $50,000,000.00 of such Loans, Commitment and other rights and obligations; provided further, however, that if a Bank other than BofA assigns less than all of its Loans, Commitment and other rights and obligations to an Assignee, such Bank shall retain for its own account not less than $25,000,000.00 of such Loans, Commitments and other rights and obligations; and provided further, however, that the Borrower, the Issuing Lender Borrower and the ---------------- Administrative Agent may continue to deal solely and directly with such Lender the assigning Bank in connection with the interest so assigned to an Assignee until (i) the assigning Bank and Assignee shall have delivered to the Borrower and the Administrative Agent written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender and the Administrative Agent by such Lender and the Assignee; (ii) such Lender the assigning Bank and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance Agreement in the form of Exhibit ------- E (an "Assignment and Acceptance"); and (iii) the assigning Bank or Assignee has - ------------------------- paid to the Administrative Agent a processing fee in the amount of $3,5005,000.00.
(A) 10.6.2 From and after the date that on which the conditions set forth in Section 10.6.1 are met and the Administrative Agent notifies the assignor Lender and the Borrower assigning Bank -------------- that it has received (and provided its consent with respect to) an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: , (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender Bank under the Loan DocumentsDocuments and the Environmental Indemnity, and (ii) the assignor Lender assigning Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish its rights and be released from its obligations under the Loan Documents (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (iii) this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting therefrom.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in all or any portion of assigned its rights and obligations under this Agreement and the other Loan Documents pursuant to such Assignment and Acceptance, relinquish its rights and (including all so long as the Assignee is not an Affiliate or a portion Subsidiary of the assigning Bank or of a Person of which the assigning Bank is an Affiliate or a Subsidiary) be released from its Commitments obligations under the Loan Documents.
10.6.4 Any Bank may, at any time, sell to one or more commercial banks or other Persons that are not Affiliates of the Borrower (each a "Participant") participation interests in any Loans, the Commitment of that Bank ------------ and the Loans owing to it) other interests of that Bank (the “"originating Lender”)Bank") under this Agreement and the other Loan Documents; provided, however, that (i) the amount -------- ------- of any such participation interest shall be not less than $20,000,000.00 and shall be in integral multiples of $1,000,000.00 in excess thereof, (ii) the originating Lender’s Bank shall retain for its own account not less than $25,000,000.00 of the Loans, the Commitment and the other interests of such originating Bank under this Agreement and the other Loan Documents, (iii) the originating Bank's obligations under this Agreement shall remain unchanged, (iiiv) the originating Lender Bank shall remain solely responsible for the performance of such obligations, and (iiiv) the Borrower, the Issuing Lender Borrower and the Administrative Agent shall continue to deal solely and directly with the originating Lender Bank in connection with the originating Lender’s Bank's rights and obligations under this Agreement and the other Loan Documents, and (vi) no Bank shall transfer or grant any participation interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Banks described in the first proviso to Section 10.
1. In the case of any such ----- ------- ------------ participation, the Participant shall be entitled to the benefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) as though it were also a Lender thereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall not have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender any rights under this Agreement, or any of the other Loan Documents, and Section 11.10 of this Agreement all amounts payable by the Borrower hereunder shall apply to such Participant be determined as if it were a Lender party heretosuch Bank had not sold such participation.
(4) 10.6.5 Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contraryAgreement, any Lender Bank may assign at any time create a security interest in, or pledge, all or any portion of its rights under and obligations under interest in this Agreement and the other Loan Documents (including all or a portion Note it holds in favor of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System FRB or U.S. Treasury Regulation 31 CFR (S) 203.14, and any Operating Circular issued by such Federal Reserve Lender, provided that Bank may enforce such pledge or security interest in any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereundermanner permitted under applicable law.
Appears in 1 contract
Sources: Line of Credit Loan Agreement (Catellus Development Corp)
Assignments, Participations, etc. (1a) With Any Lender may, with the prior written consent of the Company, the Issuing Lender and the Administrative Agent and, but only if there has (which consents shall not occurred and is continuing an Event of Default or Potential Default, MAC, in each case such consents not to be unreasonably withheld or delayedwithheld), any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC the Company, the Issuing Lender or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender or to another Lender or its AffiliateLender) (each an “Assignee”"ASSIGNEE") all all, or any ratable part of such Lender’s all, of the Committed Loans, the Commitment, the L/C Obligations and the other rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, in a minimum amount of $5 million 10,000,000 (or (A) if such Assignee is another Lender or or, in the case of an assignment and delegation to an Affiliate of a such Lender or another Lender, $1 million5,000,000); PROVIDED that no Lender may (subject to, so long as no Event of Default has occurred and is continuing, the consent of the Company, which may be withheld for any reason) make any assignment (other than to an Affiliate of such Lender) which would result in the amount of such Lender's Commitment being less than the product of (x) $15,000,000 and (y) the quotient (but not more than one) of the then-current Aggregate Commitment DIVIDED BY $180,000,000; and (B) if such Lender’s Commitment is less than $5 millionPROVIDED, one hundred percent (100%) thereof); provided, howeverFURTHER, that MAC, the BorrowerCompany, the Issuing Lender and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the BorrowerCompany, the Issuing Lender and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Company, the Issuing Lender and the Administrative Agent an Assignment and Acceptance Agreement in the form of EXHIBIT I ("ASSIGNMENT AND ACCEPTANCE") together with any Note or Notes subject to such assignment and (iii) the assignor Lender or Assignee (or, in the case of an assignment required by SECTION 2.17, the Company) has paid to the Administrative Agent a processing fee in the amount of $3,500.
(Ab) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received and provided its consent (and received, if applicable, the consent of the Company) with respect to an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: , (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents, Documents and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish its rights and be released from its obligations hereunder and under the other Loan Documents (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (iii) this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting therefromDocuments.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3c) Any Lender may at any time time, with the prior written consent of the Company (which consent shall not be unreasonably withheld) sell to one or more commercial banks or other Persons not Affiliates of the Borrower Company (a “Participant”"PARTICIPANT") participating interests in all or any portion Loans, the Commitment of its rights and obligations under this Agreement such Lender and the other Loan Documents (including all or a portion interests of its Commitments and the Loans owing to it) such Lender (the “originating "ORIGINATING LENDER") hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; PROVIDED that no Lender may (subject to, so long as no Event of Default has occurred and is continuing, the consent of the Company, which may be withheld for any reason) sell any participation which would result in the amount of such Lender”)'s Commitment MINUS the amount of all participating interests sold by such Lender being less than the product of (x) $15,000,000 and (y) the quotient (but not more than one) of the then-current amount of the Aggregate Commitment DIVIDED BY $180,000,000; providedand PROVIDED, howeverFURTHER, that (i) the originating Lender’s 's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the BorrowerCompany, the Issuing Lender and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s 's rights and obligations under this Agreement and the other Loan Documents and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Documents, except to the extent
1. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.5SECTIONS 4.1, 2.6 4.3, 4.4, 11.4 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) 11.5 as though it were also a Lender thereunderhereunder (provided that no Participant shall be entitled to receive any greater amount pursuant to such Sections than the originating Lender would have been entitled to receive if no such participation had been sold), and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4d) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contraryAgreement, any Lender may at any time (i) sell, assign or grant participations in any Bid Loan made by such Lender or (ii) create a security interest in, or pledge, all or any portion of its rights under and obligations under interest in this Agreement and the other Loan Documents (including all or a portion any Note held by it in favor of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System FRB or U.S. Treasury Regulation 31 CFR Section 203.14, and any Operating Circular issued by such Federal Reserve Lender, provided that Bank may enforce such pledge or security interest in any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereundermanner permitted under applicable law.
Appears in 1 contract
Assignments, Participations, etc. (1a) With Any Lender may, with the prior written consent of the Administrative Agent and, but only if there has not occurred and is continuing Borrower (at all times other than during the existence of an Event of Default or Potential Default) and the Administrative Agent, MAC, in each case such which consents shall not to be unreasonably withheld or delayedwithheld, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC the Borrower or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender or to another Lender or its AffiliateLender) (each an “"Assignee”") all all, or any ratable part of such Lender’s all, of the Loans, the Commitments and the other rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, provided, however, that (x) any assignment and delegation shall be a constant and not a varying, percentage of all of the assigning Lender's Commitments and Loans hereunder, (y) the aggregate principal amount of the Commitments and Loans assigned by any Lender to someone other than another Lender shall be in a minimum amount of $5 million 5,000,000 (or (Aif less, the entire Commitments then held by such Lender) if and after giving effect to any such Assignee is another Lender or an Affiliate of assignment by a Lender, the aggregate amount of the Commitments and/or Loans held by such assigning Lender is at least $1 million; 5,000,000 (unless such Lender has assigned the entire Commitment and (B) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereofLoans then held by it); provided, however, that MAC, the Borrower, the Issuing Lender . The Borrower and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender Borrower and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance Agreement in the form of Exhibit E ("Assignment and Acceptance") and (iii) the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,5003,000.
(Ab) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received (and provided the required consents with respect to) an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: , (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish its rights and be released from its obligations under the Loan Documents Documents.
(but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to c) Immediately upon each Assignee's making its processing fee payment under the assignment) Assignment and (iii) Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3d) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “"Participant”") participating interests in all or any portion Loans, the Commitment of its rights that Lender and obligations the other interests of that Lender (the "Originating Lender") hereunder and under this Agreement and the other Loan Documents (including all or provided that such assignment shall be a portion constant and not a varying percentage of its that Lender's Commitments and the Loans owing to it) (the “originating Lender”)Loans; provided, however, that (i) the originating Lender’s 's obligations under this Agreement shall remain unchanged, (ii) the originating Originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender Borrower and the Administrative Agent shall continue to deal solely and directly with the originating Originating Lender in connection with the originating Lender’s 's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in the first proviso to Section 10.
1. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.53.1, 2.6 3.3 and 2.7 (and subject 10.5 to the burdens of Sections 2.8 and 11.8 above) as though it were also a extent the Lender thereunderselling such participation would be so entitled, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4e) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contraryAgreement, any Lender may assign at any time create a security interest in, or pledge, all or any portion of its rights under and obligations under interest in this Agreement and the other Loan Documents (including all or a portion any Note held by it in favor of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System FRB or U.S. Treasury Regulation 31 CFR ss.203.14, and any Operating Circular issued by such Federal 66 Reserve Lender, provided that Bank may enforce such pledge or security interest in any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereundermanner permitted under applicable law.
Appears in 1 contract
Assignments, Participations, etc. (1a) With the prior written consent of the Administrative Agent and, but only if there has not occurred and is continuing an Event of Default or Potential Default, MAC, in each case such consents not to be unreasonably withheld or delayed, any Each Lender may at any time assign and delegate to one or more Eligible Assignees assignees (provided that no written consent of MAC or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender or its Affiliate) (each each, an “Assignee”) all or any part a portion of such Lender’s its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and with the other Obligations held by such Lender hereunder, in a minimum amount prior written consent of $5 million the Administrative Agent (not to be unreasonably withheld or (A) if such Assignee is another Lender or an Affiliate of a Lender, $1 million; and (B) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereofdelayed); provided, however, that MAC, (i) the Borrower, amount of the Issuing Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance in the form of Exhibit “E” (the “Assignment and Acceptance”) with respect to such assignment is delivered to the Administrative Agent may continue and determined on an aggregate basis in the event of concurrent assignments to deal solely and directly with such Lender in connection with Related Funds (as defined below)) shall not, unless consented to by the interest so assigned to an Assignee until Administrative Agent, be less than $1,000,000 (i) written notice or, if less, the entire remaining amount of such assignmentLender’s Commitment or Loans), together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender and the Administrative Agent by such Lender and the Assignee; (ii) the parties to each such Lender assignment shall execute and its Assignee shall have delivered deliver to the Borrower and the Administrative Agent an Assignment and Acceptance Agreement via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually) and (iii) the Assignee has paid shall pay to the Administrative Agent a processing and recordation fee in the amount of $3,500.
3,500.00 (which fee may be waived or reduced in the sole discretion of the Administrative Agent), provided, however, that only one such fee shall be payable in the case of concurrent assignments to Persons that, after giving effect to such assignments, will be Related Funds and (iii) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in such form as supplied from time to time by the Administrative Agent (an “Administrative Questionnaire”) and all applicable tax forms. Upon acceptance and recording pursuant to Section 11.8(c), from and after the effective date specified in each Assignment and Acceptance, (A) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: (i) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under of the other Loan Documents have been interest assigned to it pursuant to by such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender under the Loan Documents, this Agreement and (iiB) the assignor assigning Lender thereunder shall, to the extent that rights and obligations hereunder and under of the other Loan Documents have been interest assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish its rights and be released from its obligations under the Loan Documents (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to (and, in the assignment) and (iii) this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition case of the Assignee and the resulting adjustment of the Commitments resulting therefrom.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in covering all or any the remaining portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) (the “originating Lender”); provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents. In the case of any Agreement, such participation, the Participant Lender shall cease to be a party hereto but shall continue to be entitled to the benefit benefits of Sections 2.5Article III and Section 11.5, 2.6 and 2.7 (and subject as well as to any fees accrued for its account prior to the burdens of Sections 2.8 effective date specified in such Assignment and 11.8 above) as though it were also a Lender thereunder, Acceptance and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender may assign all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Lender, provided that any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such paymentnot yet paid). No such assignment shall release the assigning Lender from its obligations hereunder.The term “Related
Appears in 1 contract
Sources: Term Loan Agreement (Venoco, Inc.)
Assignments, Participations, etc. (1a) With Any Lender may, with the prior written consent of the Company at all times other than during the existence of an Event of Default and with the written consents of the Administrative Agent and, but only if there has in case of an assignment of a Revolving Commitment or L/C Obligations, the Issuing Lender and the Swingline Lender, which consents shall not occurred and is continuing an Event of Default or Potential Default, MAC, in each case such consents not to be unreasonably withheld or delayed, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC the Company, the Administrative Agent, the Issuing Lender or the Administrative Agent Swingline Lender shall be required in connection with any assignment and delegation by a Lender to an Affiliate a Person described in clause (ii), (iii) or (iv) of such Lender or to another Lender or its Affiliatethe definition of Eligible Assignee) (each each, an “"Assignee”") all all, or any part part, of such Lender’s the Loans, the Revolving Commitment, the L/C Obligations and the other rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, in a minimum amount of $5 million 5,000,000 (or, if less, all of such Lender's -134- 142 remaining rights and obligations hereunder or all of such Lender's rights and obligations with respect to Revolving Commitment and Revolving Loans, Term A Loans or Term B Loans) or such lesser amount as may be approved by the Company and the Administrative Agent (provided that such minimum amount shall not apply to assignments by a Lender to Persons described in clause (ii), (iii) or (Aiv) if such Assignee is another Lender or an Affiliate of a Lender, $1 million; and (B) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereofthe definition of Eligible Assignee); provided, however, that MAC(A) the Company, the BorrowerAdministrative Agent, the Issuing Lender and the Administrative Agent Swingline Lender may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, Assignee shall have been given to the Borrower, the Issuing Lender Company and the Administrative Agent by such Lender and the Assignee; , (ii) such Lender and its the Assignee shall have delivered to the Borrower Company and the Administrative Agent an Assignment and Acceptance Agreement in the form of Exhibit K (an "Assignment and Acceptance") together with any Note or Notes subject to such assignment and (iii) the assignor Lender or the Assignee has paid to the Administrative Agent a processing fee in the amount of $3,5003,500 and (B) the Company shall not, as a result of any assignment, delegation or participation by any Lender, incur any increased liability for Taxes, Other Taxes or Further Taxes pursuant to Section 4.1. The Company designates the Administrative Agent as its agent for maintaining a book entry record of ownership identifying the Lenders, their respective addresses and the amount of the respective Loans and Notes which they own. The foregoing provisions are intended to comply with the registration requirements in Treasury Regulation Section 5f.103-1 so that the Loans and Notes are considered to be in "registered form" pursuant to such regulation.
(Ab) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has provided its consent, and received the consents of the Swingline Lender, the Issuing Lender and (if applicable) the Company, with respect to an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: , (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish its rights and be released from its obligations under the Loan Documents (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (iii) this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting therefromDocuments.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3c) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower Company (a “"Participant”") participating interests in all or any portion Loan, the Revolving Commitment of its rights and obligations under this Agreement such Lender and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) (the “originating Lender”); provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documentsinterests of
1. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.54.1, 2.6 4.3 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) 11.5 as though it were also a Lender thereunderhereunder (provided, with respect to Sections 4.1 and 4.3, the Company shall not be required to pay any amount which it would not have been required to pay if no participating interest had been sold), and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each the Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, . Each Lender which sells a participation will maintain a book entry record of ownership identifying the Participant(s) and the amount of such participation(s) owned by such Participant(s). Such book entry record of ownership shall be maintained by the Lender as agent for the Company and the Administrative Agent. This provision is intended to comply with the registration requirements in Treasury Regulation Section 11.10 of this Agreement shall apply 5f.103-1 so that the Loans and Notes are considered to be in "registered form" pursuant to such Participant as if it were a regulation. Each Lender party heretomay furnish any information concerning the Company and its Subsidiaries in the possession of such Lender from time to time to participants and prospective participants and may furnish information in response to credit inquiries consistent with general banking practice.
(4d) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contraryAgreement, (i) any Lender may at any time assign all or any portion of its rights under and obligations under interest in this Agreement and the other Loan Documents (including any Note held by it to any Affiliate of such Lender that is an "Eligible Assignee" or create a security interest in, or pledge all or a any portion of its Commitments rights under and the Loans owing to it) to interest in this Agreement and any Note held by it in favor of any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System FRB or U.S. Treasury Regulation 31 CFR Section 203.14, and any Operating Circular issued by such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law and (ii) any Lender which is a fund may, with the consent of the Company, the Administrative Agent, and in the case of an assignment of a Revolving Commitment or L/C Obligations, the Issuing Lender and the Swingline Lender, provided that pledge all or any payment portion of its Loans and Notes to its trustee in respect support of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunderto its trustee.
Appears in 1 contract
Assignments, Participations, etc. (1a) With Any Lender may, with the prior written consent of the Administrative Agent and, but only if there has not occurred and is continuing Borrower (at all times other than during the existence of an Event of Default or Potential Default) and the Administrative Agent, MAC, in each case such which consents shall not to be unreasonably withheld or delayedwithheld, any Lender may and the Fronting Bank, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC the Borrower or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender or to another Lender or its AffiliateLender) (each an “"Assignee”") all all, or any ratable part of such Lender’s all, of the -------- LC Obligations, the Commitments and the other rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, provided, however, that (w) the aggregate principal ----------------- amount of the Commitment assigned by any Lender to someone other than another Lender shall be in a minimum amount of $5 million 5,000,000 (or if less, the entire Commitment then held by such Lender), (Ax) if after giving effect to any such Assignee is another Lender or an Affiliate of assignment by a Lender, the aggregate amount of the Commitments and/or LC Obligations held by such assigning Lender is at least $1 million; 5,000,000 (unless such Lender has assigned the entire Commitment and LC Obligations then held by it), (y) after giving effect to any such assignment by a Lender, the Assignee Percentage under the Tranche A Commitment and Tranche B Commitment is the same and the Percentage of the assignor Lender under the Tranche A Commitment and the Tranche B Commitment is the same, and (Bz) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereof); provided, however, that MAC, the Borrower, the Issuing Lender and Assignee provides the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance Agreement and (iii) the Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500.
(A) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance Agreement, shall have the rights and obligations of a Lender under the Loan Documents, (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish its rights and be released from its obligations under the Loan Documents (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (iii) this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting therefrom.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) (the “originating Lender”); provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender and the Administrative Agent shall continue to deal solely and directly with the originating Lender form specified in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) as though it were also a Lender thereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto9.
(4) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender may assign all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Lender, provided that any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunder.
Appears in 1 contract
Sources: Letter of Credit Reimbursement Agreement (Max Re Capital LTD)
Assignments, Participations, etc. (1a) With Any Lender may, with the prior written consent of the Administrative Agent and, but only if there has not occurred and is continuing Company at all times other than during the existence of an Event of Default or Potential Defaultand the Administrative Agent, MACthe Swing Line Lender and the Issuers, in each case such which consents shall not to be unreasonably withheld or delayed, any Lender may at any time assign and delegate to one or more Eligible Assignees (each an "Assignee") all, or any part of all, of the Loans, the Commitments, the L/C Obligations and the other rights and obligations of such Lender hereunder, in a minimum amount (other than with respect to an assignment to an Eligible Assignee that is a Lender or an Affiliate or an Approved Fund of such assigning Lender) of $5,000,000 or, if less, the total amount of such Lender's outstanding Loans and/or Commitments (provided that no written consent of MAC or the Company, the Administrative Agent Agent, the Swing Line Lender or either Issuer shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender or its Affiliate) (each an “Assignee”) all or any part of such Lender’s rights and obligations under this Agreement (including all or Eligible Assignee that is a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, in a minimum amount of $5 million (or (A) if such Assignee is another Lender or an Affiliate or Approved Fund of a such assigning Lender, $1 million; and (B) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereof); provided, however, provided that MAC, the Borrower, the Issuing Lender Company and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender Company and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower Company and the Administrative Agent an Assignment and Acceptance Agreement in the form of Exhibit C ("Assignment and Acceptance") and (iii) the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500. Each Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company, the other Loan Parties and their related parties or their respective securities) will be made available and who may receive such information in accordance with such Assignee's compliance procedures and applicable laws, including federal and state securities laws.
(Ab) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received (and, if required, provided its consent with respect to) an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: , (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and (including any obligation under the other Loan Documents Section 10.10) have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish its rights and be released from its obligations under the Loan Documents Documents.
(but c) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee (and, if required, provided that it consents to such assignment in accordance with subsection 11.08(a)), the Company shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior execute and deliver to the assignment) Administrative Agent, to the extent requested by the applicable Assignee, a Note evidencing such Assignee's purchased Loans and (iii) Commitment. Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3d) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower Company (a “"Participant”") participating interests in all or any portion Loans, the Commitment of its rights and obligations under this Agreement that Lender and the other Loan Documents (including all or a portion interests of its Commitments and the Loans owing to it) that Lender (the “"originating Lender”)") hereunder and under the other Loan Documents; provided, however, provided that (i) the originating Lender’s 's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the BorrowerCompany, the Issuing Lender each Issuer and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s 's rights and obligations under this Agreement and the other Loan DocumentsDocuments and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in clause (a) (but only in respect of any increase of any Commitment of any originating Lender), (b) or (e) of the first proviso to Section 11.01. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.54.01, 2.6 4.03 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) 11.05 as though it were also a Lender thereunderhereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4e) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contraryAgreement, any Lender may assign at any time create a security interest in, or pledge, all or any portion of its rights under and obligations under interest in this Agreement and the other Loan Documents (including all or a portion Note held by it in favor of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System FRB or U.S. Treasury Regulation 31 CFR §203.14, and any Operating Circular issued by such Federal Reserve Lender, provided that Bank may enforce such pledge or security interest in any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereundermanner permitted under applicable law.
Appears in 1 contract
Sources: Credit Agreement (Regis Corp)
Assignments, Participations, etc. (1a) With Any Lender may, with the prior written consent of the Administrative Agent and, but only if there has not occurred and is continuing Borrower (at all times other than during the existence of an Event of Default or Potential Default) and the Administrative Agent, MAC, in each case such which consents shall not to be unreasonably withheld or delayedwithheld, any Lender may and the Fronting Bank, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC the Borrower or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender or to another Lender or its AffiliateLender) (each an “"Assignee”") all all, or any ratable part of such Lender’s all, of the LC -------- Obligations, the Commitments and the other rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, provided, however, that (w) the aggregate principal amount of -------- ------- the Commitment assigned by any Lender to someone other than another Lender shall be in a minimum amount of $5 million 5,000,000 (or if less, the entire Commitment then held by such Lender), (Ax) if after giving effect to any such Assignee is another Lender or an Affiliate of assignment by a Lender, the aggregate amount of the Commitments and/or LC Obligations held by such assigning Lender is at least $1 million; 5,000,000 (unless such Lender has assigned the entire Commitment and LC Obligations then held by it), (y) after giving effect to any such assignment by a Lender, the Assignee Percentage under the Tranche A Commitment and Tranche B Commitment is the same and the Percentage of the assignor Lender under the Tranche A Commitment and the Tranche B Commitment is the same, and (Bz) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereof); provided, however, that MAC, the Borrower, the Issuing Lender and Assignee provides the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance Agreement and (iii) the Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500.
(A) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance Agreement, shall have the rights and obligations of a Lender under the Loan Documents, (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish its rights and be released from its obligations under the Loan Documents (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (iii) this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting therefrom.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) (the “originating Lender”); provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender and the Administrative Agent shall continue to deal solely and directly with the originating Lender form specified in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documents. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) as though it were also a Lender thereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto9.
(4) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender may assign all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Lender, provided that any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunder.
Appears in 1 contract
Sources: Letter of Credit Reimbursement Agreement (Max Re Capital LTD)
Assignments, Participations, etc. (1a) With any Lender may at all times other than during the prior existence of an Event of Default, with the written consent of the Administrative Agent andBorrowers and the Agent, but only if there has which consent of the Borrowers shall not occurred and is continuing an Event of Default or Potential Default, MAC, in each case such consents not to be unreasonably withheld or delayedwithheld, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent a ratable part of MAC or the Administrative Agent shall be required in connection with any assignment Loans, the Commitments and delegation by a Lender to an Affiliate the other rights and obligations of such Lender or to another Lender or its Affiliate) (each an “Assignee”) all or any part of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, hereunder in a minimum amount of $5 million 5,000,000 (or (A) if including outstanding Loans and such Assignee is another Lender or an Affiliate of a Lender, $1 million; and (B) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereofLenders remaining Commitment); provided, however, that MACthe Borrowers, the Borrower, the Issuing Lender Agent and the Administrative Agent other Lenders may continue to -------- deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignmentassignment ("Notice"), together with payment instructions, addresses and related information with respect to the Eligible Assignee, shall have been given to the Borrower, the Issuing Lender Borrowers and the Administrative Agent by such Lender and Eligible Assignee. An assignment of less than all of a Lender's interest in the Assignee; (ii) Loans, the Commitments, and the other rights and obligations of such Lender hereunder shall be of the same percentage interest with respect to each of such rights and its obligations. Each Eligible Assignee which is a foreign person (i.e., a person other than a United States person for United States Federal income tax purposes) shall have delivered comply with the Agent's request for tax forms and any other related documentation prior to the Borrower and the Administrative Agent an Assignment and Acceptance Agreement and (iii) the Assignee has paid to the Administrative Agent a processing fee in the amount effectiveness of $3,500any assignment.
(Ab) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower other Lenders that it has received an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: a Notice, (i) the Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance Agreementby the assignor Lender, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance Agreementassignment, relinquish its rights and be released from its the obligations under the Loan Documents Documents.
(but shall be entitled to indemnification as otherwise provided in c) Immediately upon Agent receiving a Notice and all required consents, this Agreement with respect to any events occurring prior to the assignment) and (iii) this Agreement Agreement, shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Eligible Assignee and the resulting adjustment of the Commitments resulting arising therefrom.. The Commitment allocated to each Eligible Assignee shall reduce such Commitments of the assignor Lender pro tanto. --- -----
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3d) Any Lender (an "Originating Lender") may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “"Participant”") participating interests in all or any portion Loans ----------- and the Commitment and other interests of its rights that Lender hereunder and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) (the “originating Lender”)Documents; provided, however, that (i) the originating Originating Lender’s 's -------- ------- obligations under this Agreement shall remain unchanged, (ii) the originating Originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the BorrowerBorrowers, the Issuing Lender Agent and the Administrative Agent other Lenders shall continue to deal solely and directly with the originating Originating Lender in connection with the originating Originating Lender’s 's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant shall have the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent as described in Section 7.
01. In the case of any such participation, the Participant shall be entitled to not have any rights under this Agreement or any of the benefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) as though it were also a Lender thereunderother Loan Documents, and all amounts payable by the Borrowers hereunder and thereunder shall be determined as if such Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have have, subject to Section 2.04, the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4e) Notwithstanding any other provision contained Each Lender agrees to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all non-public information provided to it by the Borrowers, or by the Agent on the Borrowers' behalf, in connection with this Agreement or any other Loan Document Document, and neither it nor any of its affiliates shall use any such information for any purpose or in any manner other than pursuant to the contraryterms contemplated by this Agreement unless such information (i) was or becomes generally available to the public other than as a result of a disclosure by the Lender, or (ii) was or becomes available on a non- confidential basis from a source other than the Borrowers, provided that such source is not bound by a confidentiality agreement with the Borrowers known to the Lender. Notwithstanding the foregoing, (a) any Lender may assign all disclose such information (i) at the request or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) pursuant to any Federal Reserve requirement of any Governmental Authority to which the Lender is subject or the United States Treasury as collateral security in connection with an examination of such Lender by any such authority; (ii) pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Lender, provided that any payment in respect of such assigned interests made by the Borrower subpoena or other court process; (iii) when required to or for the account of the assigning and/or pledging Lender do so in accordance with the terms provisions of any applicable requirement of law; and (iv) to such Lender's independent auditors and other professional advisors, and (b) the Borrowers authorize each Lender to disclose to any Participant or Eligible Assignee (each, a "Transferee") and to any prospective Transferee, such financial and other information in such Lender's possession concerning the Borrowers which has been delivered to Agent or the Lenders pursuant to this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests or which has been delivered to the Agent or the Lenders by the Borrowers in connection with the Lenders' credit evaluation of the Borrowers prior to entering into this Agreement if, unless otherwise agreed by the Borrowers, such Transferee or prospective Transferee shall agree in writing with such Lender to keep such information confidential to the same extent required of such payment. No such assignment shall release the assigning Lender from its obligations Lenders hereunder.
Appears in 1 contract
Assignments, Participations, etc. (1a) With Any Lender may, with the prior written consent of the Administrative Agent and, but only if there has not occurred and is continuing Borrower (at all times other than during the existence of an Event of Default or Potential Default) and the Administrative Agent, MAC, in each case such which consents shall not to be unreasonably withheld or delayedwithheld, any Lender may and the Fronting Bank, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC the Borrower or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender or to another Lender or its AffiliateLender) (each an “Assignee”) all all, or any ratable part of such Lender’s all, of the LC Obligations, the Commitments and the other rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, provided, however, that (w) the aggregate principal amount of the Commitment assigned by any Lender to someone other than another Lender shall be in a minimum amount of $5 million 5,000,000 (or if less, the entire Commitment then held by such Lender), (Ax) if after giving effect to any such Assignee is another Lender or an Affiliate of assignment by a Lender, the aggregate amount of the Commitments and/or LC Obligations held by such assigning Lender is at least $1 million; 5,000,000 (unless such Lender has assigned the entire Commitment and LC Obligations then held by it), and (By) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereof); provided, however, that MAC, the Borrower, Assignee provides the Issuing Lender Administrative Agent and the Borrower with the form specified in Section 9.10. The Borrower and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender Borrower and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance Agreement in the form of Exhibit C (“Assignment and Acceptance”) and (iii) the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500.
(Ab) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received (and provided its consent with respect to) an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: , (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender under the Loan Credit Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Credit Documents have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish its rights and be released from its obligations under the Loan Documents Credit Documents.
(but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to c) Immediately upon each Assignee’s making its processing fee payment under the assignment) Assignment and (iii) Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3d) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in all or any portion LC Obligations, the Commitment of its rights and obligations under this Agreement that Lender and the other Loan Documents (including all or a portion interests of its Commitments and the Loans owing to it) that Lender (the “originating Lender”)) hereunder and under the other Credit Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender Borrower and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Credit Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Credit Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in the first proviso to Section 10.
1. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.53.1, 2.6 3.3 and 2.7 (and subject 10.5 to the burdens of Sections 2.8 and 11.8 above) extent the Lender selling such participation would be so entitled as though it were also a Lender thereunderhereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4e) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contraryAgreement, any Lender may assign at any time create a security interest in, or pledge, all or any portion of its rights under and obligations under interest in this Agreement and the other Loan Documents (including all or a portion any LC Obligation held by it in favor of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System FRB or U.S. Treasury Regulation 31 CFR §203.14, and any Operating Circular issued by such Federal Reserve Lender, provided that Bank may enforce such pledge or security interest in any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereundermanner permitted under applicable law.
Appears in 1 contract
Sources: Letter of Credit Reimbursement Agreement (Max Re Capital LTD)
Assignments, Participations, etc. (1a) With Any Lender may, with the prior --------------------------------- written consent of Agent, and the Administrative Agent andwritten consent of Borrower, but only which consent of Borrower shall not be unreasonably withheld and shall not be required if there has not occurred and is continuing an Event of Default or Potential Defaulthas occurred and is continuing, MAC, in each case such consents not to be unreasonably withheld or delayed, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC the Agent or the Administrative Agent Borrower shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender or to another Lender or its AffiliateLender) (each an “"Assignee”") all all, or any ratable part of such Lender’s all, of the Loans, the Commitments -------- and the other rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, in a minimum amount of $5 million (or (A) 5,000,000 or, if such Assignee is another Lender or an Affiliate less, the entire Commitment of a Lender, $1 million; and (B) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereof); provided, however, that MAC, the Borrower, the Issuing Lender Borrower and the Administrative Agent may continue to deal solely -------- ------- and directly with such Lender in connection with the interest so assigned to an Assignee until until:
(i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender Borrower and the Administrative Agent by such Lender and the Assignee; ;
(ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance Agreement in form and substance reasonably satisfactory to Agent, such Lender and its Assignee (an "Assignment and Acceptance"); and -------------------------
(iii) the assignor Lender or the Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500.
(Ab) From and after the date that the Administrative Agent notifies the assignor Lender and that the Borrower that it Agent has received and provided its consent with respect to an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: :
(i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender under this Agreement and the other Loan Documents, ; and
(ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish its rights and be released from its obligations under the Loan Documents Documents.
(but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior c) Immediately upon the making of the processing fee payment to the assignment) Agent in respect of the Assignment and (iii) Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitment of the assigning Lender to the same extent.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3d) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “"Participant”") participating ----------- interests in all or any portion Loans, the Commitment of its rights and obligations under this Agreement that Lender and the other Loan Documents (including all or a portion interests of its Commitments and the Loans owing to it) that Lender (the “originating "Originating Lender”)") hereunder and under the other Loan ------------------ Documents; provided, however, that that: -------- -------
(i) the originating Originating Lender’s 's obligations under this Agreement shall remain unchanged, ;
(ii) the originating Originating Lender shall remain solely responsible for the performance of such obligations, and ;
(iii) the Borrower, the Issuing Lender Borrower and the Administrative Agent shall continue to deal solely and directly with the originating Originating Lender in connection with the originating Originating Lender’s 's rights and obligations under this Agreement and the other Loan Documents; and
(iv) no Lender shall transfer or grant any participating interest under which the Participant shall have rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would require unanimous consent of the Lenders as described in the first proviso ----- ------- to
Section 9.1. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.5, 2.6 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) as though it were also a Lender thereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall not have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender any rights under this Agreement, or any of the other Loan Documents, and Section 11.10 of this Agreement all amounts payable by the Borrower hereunder shall apply to such Participant be determined as if it were a such Lender party heretohad not sold such participation.
(4e) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender may assign all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) held by it to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System Board and any Operating Circular issued by such Federal Reserve Lender, provided that any -------- payment in respect of such assigned interests Loans made by the Borrower to or for the account of the assigning and/or or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s 's obligations hereunder in respect to such assigned interests Loans to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunder.
Appears in 1 contract
Assignments, Participations, etc. (1a) With Any Lender may, with the prior written consent of the Administrative Agent and, but only if there has not occurred and is continuing Borrower (at all times other than during the existence of an Event of Default or Potential Default) and the Administrative Agent, MAC, in each case such which consents shall not to be unreasonably withheld or delayedwithheld, any Lender may and the Fronting Bank, at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC the Borrower or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender or to another Lender or its AffiliateLender) (each an “Assignee”) all all, or any ratable part of such Lender’s all, of the LC Obligations, the Commitments and the other rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, provided, however, that (w) the aggregate principal amount of the Commitment assigned by any Lender to someone other than another Lender shall be in a minimum amount of $5 million 5,000,000 (or if less, the entire Commitment then held by such Lender), (Ax) if after giving effect to any such Assignee is another Lender or an Affiliate of assignment by a Lender, the aggregate amount of the Commitments and/or LC Obligations held by such assigning Lender is at least $1 million; 5,000,000 (unless such Lender has assigned the entire Commitment and LC Obligations then held by it), (y) after giving effect to any such assignment by a Lender, the Assignee Percentage under the Tranche A Commitment and Tranche B Commitment is the same and the Percentage of the assignor Lender under the Tranche A Commitment and the Tranche B Commitment is the same, and (Bz) if such Lender’s Commitment is less than $5 million, one hundred percent (100%) thereof); provided, however, that MAC, the Borrower, Assignee provides the Issuing Lender Administrative Agent and the Borrower with the form specified in Section 9.10. The Borrower and the Administrative Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender Borrower and the Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance Agreement in the form of Exhibit C (“Assignment and Acceptance”) and (iii) the assignor Lender or Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500.
(Ab) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received (and provided its consent with respect to) an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: , (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender under the Loan Credit Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Credit Documents have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish its rights and be released from its obligations under the Loan Documents Credit Documents.
(but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to c) Immediately upon each Assignee’s making its processing fee payment under the assignment) Assignment and (iii) Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3d) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in all or any portion LC Obligations, the Commitment of its rights and obligations under this Agreement that Lender and the other Loan Documents (including all or a portion interests of its Commitments and the Loans owing to it) that Lender (the “originating Lender”)) hereunder and under the other Credit Documents; provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender Borrower and the Administrative Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Credit Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Credit Document, except to the extent such
1. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.53.1, 2.6 3.3 and 2.7 (and subject 10.5 to the burdens of Sections 2.8 and 11.8 above) extent the Lender selling such participation would be so entitled as though it were also a Lender thereunderhereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, . All participations shall be pro rata among such Lender’s Tranche A Commitment and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party heretoTranche B Commitment.
(4e) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contraryAgreement, any Lender may assign at any time create a security interest in, or pledge, all or any portion of its rights under and obligations under interest in this Agreement and the other Loan Documents (including all or a portion any LC Obligation held by it in favor of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to in accordance with Regulation A of the Board of Governors of the Federal Reserve System FRB or U.S. Treasury Regulation 31 CFR §203.14, and any Operating Circular issued by such Federal Reserve Lender, provided that Bank may enforce such pledge or security interest in any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereundermanner permitted under applicable law.
Appears in 1 contract
Sources: Letter of Credit Reimbursement Agreement (Max Re Capital LTD)
Assignments, Participations, etc. (1) With Any Bank may, with the prior written consent of the Administrative Agent and, but only if there has not occurred and is continuing Borrower (at all times other than during the existence of an Event of Default or Potential Default) and the Administrative Agent, MAC, in each case such which consents shall not to be unreasonably withheld or delayedwithheld, any Lender may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC the Borrower or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender Bank to an Eligible Assignee that is an Affiliate of such Lender or to another Lender or its AffiliateBank) (each an “"Assignee”") all all, or any ratable part of such Lender’s all, of the Loans, the Commitments and the other rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, Bank hereunder in a an aggregate minimum amount of $5 million 3,000,000 or a lesser amount to be agreed upon by the Administrative Agent and the Borrower (or (A) if unless to an existing Bank, in which case no minimum assignment shall apply); provided that such Assignee is another Lender or Bank shall retain an Affiliate aggregate amount of a Lender, $1 million; and (B) if such Lender’s Commitment is not less than $5 million3,000,000 in respect thereof, unless such Bank assigns and delegates all of its rights and obligations hereunder to one hundred percent (100%) thereof)or more Eligible Assignees at the time and subject to the conditions set forth herein; and provided, further, however, that MAC, the Borrower, the Issuing Lender Borrower and the Administrative Agent may continue to deal solely and directly with such Lender Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender Borrower and the Administrative Agent by such Lender Bank and the Assignee; (ii) such Lender Bank and its Assignee shall have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance Agreement in the form of Exhibit E ("Assignment and Acceptance"), together with any Note or Notes subject to such assignment; and (iii) the Assignee assignor Bank has paid to the Administrative Agent a processing fee in the amount of $3,500.
(A) . From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower Bank that it has received (and provided its consent with respect to) an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: , (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender Bank under the Loan Documents, and (ii) the assignor Lender Bank shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish its rights and be released from its obligations under the Loan Documents Documents. Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance and payment of the processing fee (but and provided that it consents to such assignment in accordance with subsection 10.08(a)), if the Assignee so requests, the Borrower shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior execute and deliver to the assignment) Administrative Agent, new Notes evidencing such Assignee's assigned Loans and Commitments and, if the assignor Bank has retained a portion of its Loans and its Commitments and so requests, replacement Notes in the principal amount or amounts of the Loans retained by the assignor Bank (iii) such Notes to be in exchange for, but not in payment of, the Notes held by such Bank). Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting arising therefrom.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment . The Commitments allocated to each Assignee shall reduce such Commitments of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3) Any Lender may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower (a “Participant”) participating interests in all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) (the “originating Lender”); provided, however, that (i) the originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender assigning Bank pro tanto and the Administrative Agent shall continue to deal solely promptly prepare and directly with distribute a new Schedule 2.01 reflecting the originating Lender in connection with the originating Lender’s rights and obligations under this Agreement and the other Loan Documentsnew commitments.
01. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.53.01, 2.6 3.03 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) 10.05 as though it were also a Lender thereunderBank hereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender Bank under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender may assign all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Lender, provided that any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereunder.
Appears in 1 contract
Sources: Short Term Revolving Credit Agreement (Ferrellgas Partners Finance Corp)
Assignments, Participations, etc. (1a) With Any Lender may, subject to the prior last sentence of this subsection 12.8(a), with the written consent of the Administrative Agent and, but only if there has Agents (which consents shall not occurred and is continuing an Event of Default or Potential Default, MAC, in each case such consents not to be unreasonably withheld or delayed) and, unless an Event of Default exists under subsection (a), (f) or (g) of Section 9.1 or any Lender may other Event of Default exists which has been continuing for 90 consecutive days, the Company (which consent of the Company shall not be unreasonably withheld or delayed), at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC the Company or the Administrative Agent Agents shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender or to another Lender or its AffiliateLender) (each an “"Assignee”") all all, or any ratable part of such Lender’s all, of the Loans, the Commitment, the L/C Obligations and the other rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) and the other Obligations held by such Lender hereunder, in a minimum amount of $5 million 10,000,000 (or (A) or, if such Assignee is another Lender or an Affiliate less, the amount of a Lender, $1 million; and (B) if such Lender’s 's Commitment); provided that after giving effect to such assignment, the assigning Lender retains a Commitment of at least $10,000,000 (unless such Lender's Commitment is less than reduced to $5 million, one hundred percent (100%) thereof0 in connection with such assignment); provided, howeverfurther, that MAC, the Borrower, the Issuing Lender Borrowers and the Administrative Agent Agents may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower, the Issuing Lender Company and the Administrative Agent Agents by such Lender and the Assignee; (ii) such Lender and its the Assignee shall have delivered to the Borrower Company and the Administrative Agent Agents an Assignment and Acceptance Agreement in the form of Exhibit F ("Assignment and Acceptance") together with any Note or Notes subject to such assignment and (iii) the assignor Lender or the Assignee has shall have paid to the Administrative Paying Agent a processing fee in the amount of $3,500. So long as no Event of Default exists under subsection (a), (f) or (g) of Section 9.1 or 103 any other Event of Default exists which has been continuing for 90 consecutive days, upon disclosing any non-public information relating to the Company or any Subsidiary to any prospective assignee (and at least three Business Days before the date any Lender gives notice of any assignment or delivers any Assignment and Acceptance referred to above), such Lender shall notify the Company of its intention to make an assignment (it being understood that failure of a Lender to comply with its obligations under this sentence shall not, in and of itself, constitute a reasonable basis to withhold consent to an assignment).
(Ab) From and after the date that the Administrative Paying Agent notifies the assignor Lender and the Borrower that it has received (and, to the extent required by subsection 12.8(a), the Administrative Agents have given their consent, and have received the consents of the Borrowers with respect to) an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: , (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance AgreementAcceptance, relinquish its rights and be released from its obligations under the Loan Documents (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (iii) this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting therefromDocuments.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3c) Any Lender may may, subject to giving prior written notice to the Company, at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower Company (a “"Participant”") participating interests in all or any portion Loan, the Commitment of its rights and obligations under this Agreement such Lender and the other Loan Documents (including all or a portion interests of its Commitments and the Loans owing to it) such Lender (the “"originating Lender”)") hereunder and under the other Loan Documents; provided, however, that provided that
(i) the originating Lender’s 's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender Borrowers and the Administrative Agent Agents shall continue to deal solely and directly with the originating Lender in connection with the originating Lender’s 's rights and obligations under this Agreement and the other Loan Documents, and (iv) no Lender shall transfer or grant any participating interest under which the Participant has rights to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment, consent or waiver would be required to be signed by all Lenders pursuant to Section 12.
1. In the case of any such participation, the Participant shall be entitled to the benefit of Sections 2.54.1, 2.6 4.3, 4.4 and 2.7 (and subject to the burdens of Sections 2.8 and 11.8 above) 12.5 as though it were also a Lender thereunderhereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the 104 occurrence of an Event of Default, each the Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4d) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contraryAgreement, any Lender may assign at any time create a security interest in, or pledge, all or any portion of its rights under and obligations under interest in this Agreement and the other Loan Documents (including all or a portion any Note held by it in favor of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System FRB or U.S. Treasury Regulation 31 CFR ss.203.14, and any Operating Circular issued by such Federal Reserve Lender, provided that Bank may enforce such pledge or security interest in any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests to the extent of such payment. No such assignment shall release the assigning Lender from its obligations hereundermanner permitted under applicable law.
Appears in 1 contract
Assignments, Participations, etc. (1a) With From time to time following the prior written consent of the Administrative Agent andEffective Date, but only if there has not occurred and is continuing an Event of Default or Potential Default, MAC, in each case such consents not to be unreasonably withheld or delayed, any Lender Bank may at any time assign and delegate to one or more Eligible Assignees (provided that no written consent of MAC or the Administrative Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of such Lender or to another Lender or its Affiliate) (each an “Assignee”) all or any part of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and outstanding Loans; provided that (i) such assignment, if not to a Bank or an -------- Affiliate of the Loans assigning Bank, shall be consented to by the Company at all times other than during the time owing existence of a Default or Event of Default and by the Administrative Agent (which approval of the Company shall not be unreasonably withheld or delayed), (ii) a copy of a duly signed and completed Assignment and Acceptance in the form of Exhibit H ("Assignment and Acceptance") --------- ------------------------- shall be delivered to it) the Administrative Agent and the other Obligations held by such Lender hereunderCompany, (iii) except in a minimum amount the case of $5 million (or an assignment (A) if such Assignee is another Lender or to an Affiliate of a Lender, $1 million; and the assigning Bank or to another Bank or (B) if such Lender’s of the entire remaining Commitment is of the assigning Bank, the portion of the Commitment assigned shall not be less than $5 million10,000,000, one hundred percent (100%iv) thereofthe assigning Bank shall have delivered any Note or Notes subject to the assignment to the Administrative Agent, and (v) the effective date of any such assignment shall be as specified in the Assignment and Acceptance, but not earlier than the date which is five Business Days after the date the Administrative Agent has received the Assignment and Acceptance. Upon satisfaction of the conditions set forth in the prior sentence, any forms required by Section 3.01(f) and payment of the requisite fee described below, --------------- the assignee named therein shall be a Bank for all purposes of this Agreement effective as of the specified effective date to the extent of the Assigned Interest (as defined in such Assignment and Acceptance); provided, however, that MACand the assigning Bank shall be released from any further obligations under this Agreement to the extent of such Assigned Interest. Until satisfaction of the conditions set forth herein to any assignment, the Borrower, the Issuing Lender Company and the Administrative Agent may continue to deal solely and directly with such Lender the assigning Bank in connection with the interest so assigned Assigned Interest. Upon request following satisfaction of the conditions set forth herein to an Assignee until (i) written notice of such any assignment, together with payment instructions, addresses the Company shall execute and related information with respect deliver new or replacement Notes to the Assigneeassigning Bank and the assignee Bank to evidence Loans made by them. The Administrative Agent's consent to any assignment shall not be deemed to constitute any representation or warranty by any Administrative Agent- Related Person as to any matter.
(b) After receipt of a completed Assignment and Acceptance, shall have been given and receipt of an assignment fee of $3,500 from such Eligible Assignee or such assigning Bank (including in the case of assignments to the BorrowerAffiliates of assigning Banks), the Issuing Lender and the Administrative Agent by such Lender shall, promptly following the effective date thereof, provide to Borrower and the Assignee; Banks a revised Schedule 10.06 giving effect thereto. --------------
(iic) such Lender and its Assignee shall have delivered Upon advance written notice to the Borrower and the Administrative Agent an Assignment and Acceptance Agreement and (iii) the Assignee has paid to the Administrative Agent a processing fee in the amount of $3,500.
(A) From and after the date that the Administrative Agent notifies the assignor Lender and the Borrower that it has received an executed Assignment and Acceptance Agreement and payment of the above-referenced processing fee: (i) the Assignee thereunder shall be a party hereto andCompany, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned to it pursuant to such Assignment and Acceptance Agreement, shall have the rights and obligations of a Lender under the Loan Documents, (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish its rights and be released from its obligations under the Loan Documents (but shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to the assignment) and (iii) this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments resulting therefrom.
(2) Within five Business Days after its receipt of notice by the Administrative Agent that it has received an executed Assignment and Acceptance Agreement and payment of the processing fee (which notice shall also be sent by the Administrative Agent to each Lender), the Borrower shall, if requested by the Assignee, execute and deliver to the Administrative Agent, a new Note evidencing such Assignee’s Applicable Percentage of the Commitments.
(3) Any Lender Bank may at any time sell to one or more commercial banks or other Persons not Affiliates of the Borrower Company (a “"Participant”") participating interests in all or any portion Loans, the Commitment ----------- of its rights and obligations under this Agreement that Bank and the other Loan Documents (including all or a portion interests of its Commitments and the Loans owing to it) that Bank (the “"originating Lender”)Bank") hereunder and under the other Loan Documents; provided, however, that (i) the -------- ------- originating Lender’s Bank's obligations under this Agreement shall remain unchanged, (ii) the originating Lender Bank shall remain solely responsible for the performance of such obligations, and (iii) the Borrower, the Issuing Lender Company and the Administrative Agent shall continue to deal solely and directly with the originating Lender Bank in connection with the originating Lender’s Bank's rights and obligations under this Agreement and the other Loan Documents. In the case of , and (iv) no Bank shall transfer or grant any such participation, participating interest under which the Participant shall be entitled have rights to the benefit of Sections 2.5approve any amendment to, 2.6 and 2.7 (and subject or any consent or waiver with respect to the burdens of Sections 2.8 and 11.8 above) as though it were also a Lender thereunder, and if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, and Section 11.10 of this Agreement shall apply to such Participant as if it were a Lender party hereto.
(4) Notwithstanding any other provision contained in this Agreement or any other Loan Document to the contrary, any Lender may assign all or any portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitments and the Loans owing to it) to any Federal Reserve Lender or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Lender, provided that any payment in respect of such assigned interests made by the Borrower to or for the account of the assigning and/or pledging Lender in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations hereunder in respect to such assigned interests except to the extent of such payment. No such assignment shall release amendment, consent or waiver would require unanimous consent as described in the assigning Lender from its obligations hereunder.first proviso
Appears in 1 contract
Sources: Credit Agreement (Mattel Inc /De/)