Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an Assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans and LC Exposure; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated; (D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and (E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 4 contracts
Sources: Senior Secured Revolving Credit Agreement (Owl Rock Capital Corp), Senior Secured Revolving Credit Agreement (Owl Rock Capital Corp), Senior Secured Revolving Credit Agreement (Owl Rock Capital Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Revolving Credit Commitments of any Class (including Revolving Credit Loans and LC Exposure of a such Class), the amount of the Revolving Credit Commitment or Revolving Credit Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative AgentAgent and treating related Approved Funds as one assignee for this purpose) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of such Commitments, Loans and LC Exposureone Class of Commitments or Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;3,500; and
(DE) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver Questionnaire and all applicable tax forms required pursuant to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 4 contracts
Sources: Amendment (SPRINT Corp), Incremental Facility Amendment (SPRINT Corp), Incremental Facility Amendment (SPRINT Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaireand the Borrower, any tax forms or certifications required by Section 2.16; and
(E) the assignee any assignment by a Multicurrency Lender shall deliver to (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to its Multicurrency Commitment and receive payments in the Administrative Agent those documents specified in Section 2.16(f)Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignment.
Appears in 4 contracts
Sources: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) prior written consent (such consent not to be unreasonably withheld or delayed) of:
(1) each Borrower; provided, that no consent of a Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, or, if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing with respect to such Borrower, any other assignee; provided further, that a Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received written notice thereof; and
(2) the Administrative Agent and the Issuing Banks; provided no consent of the Administrative Agent or the Issuing Banks shall be required for an assignment by a Lender to a Lender or an Affiliate of a Lender with prior written notice by such assigning Lender to the Administrative Agent and the Issuing Banks;
(B) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans to all Borrowers and LC Exposure with respect to all Borrowers of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption in substantially the form of Exhibit A hereto with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower Borrowers and the Administrative Agent otherwise consent; provided that no such consent of the a Borrower shall be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuingcontinuing with respect to such Borrower;
(BC) each partial assignment of any Class of Commitments (or Loans and LC Exposure any related Revolving Credit Exposure) shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans including a ratable portion of the Loans, the applicable LC Exposure and LC Exposurethe Subcommitments with respect to each Borrower;
(CD) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), ) (for which the Borrower and the Guarantors no Obligor shall not be obligated;); and
(DE) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 4 contracts
Sources: Senior Secured Revolving Credit Agreement (FS Investment Corp III), Senior Secured Revolving Credit Agreement (FS Investment Corp II), Senior Secured Revolving Credit Agreement (Corporate Capital Trust, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 4 contracts
Sources: Senior Secured Revolving Credit Agreement (Sixth Street Lending Partners), Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.), Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretohereto (or any other form approved by the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaireand the Borrower, any tax forms or certifications required by Section 2.16; and
(E) the assignee any assignment by a Multicurrency Lender shall deliver to (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to its Multicurrency Commitment and receive payments in the Administrative Agent those documents specified in Section 2.16(f)Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignment.
Appears in 3 contracts
Sources: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a ClassExposure, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if a Default or an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Commitments and Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;obligated (except in the case of an assignment pursuant to Section 2.18(b)); and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 3 contracts
Sources: Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp), Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp), Senior Secured Revolving Credit Agreement (Oaktree Specialty Lending Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a ClassLoans, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans Commitments and LC ExposureLoans;
(Ci) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;obligated (except in the case of an assignment pursuant to Section 2.17(b)) and (ii) the assignee shall execute and deliver to the Administrative Agent a counterpart to the Lender Letter and thereby agree to be bound by its terms; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 3 contracts
Sources: Omnibus Amendment to Loan Documents (BlackRock TCP Capital Corp.), Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.), Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;; and
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 3 contracts
Sources: Senior Secured Revolving Credit Agreement (Apollo Investment Corp), Senior Secured Revolving Credit Agreement (Apollo Investment Corp), Amended and Restated Senior Secured Revolving Credit Agreement (Apollo Investment Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consentconsents; provided that that, no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially (or any other form approved by the form of Exhibit A heretoAdministrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to (x) the Administrative Agent an Administrative Questionnaire, and (y) to the Administrative Agent and the Borrower, any tax forms or certifications required by Section 2.15(f); and
(E) the assignee any assignment by a Multicurrency Lender shall deliver to (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to its Multicurrency Commitment and is able to fund and receive payments in the Administrative Agent those documents specified Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in Section 2.16(f)clause (c) of the definition of “Agreed Foreign Currency”.
Appears in 3 contracts
Sources: Senior Secured Revolving Credit Agreement (Fortress Private Lending Fund), Senior Secured Revolving Credit Agreement (Bain Capital Private Credit), Revolving Credit Agreement (Bain Capital Private Credit)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Class of Commitments and Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;obligated (except in the case of an assignment pursuant to Section 2.18(b)); and
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 3 contracts
Sources: Senior Secured Revolving Credit Agreement (FS Investment CORP), Senior Secured Revolving Credit Agreement (FS Investment CORP), Senior Secured Revolving Credit Agreement (FS Investment Corp II)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingcontinuing under clause (a), (b), (i), (j), or (k) of Article VII;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretohereto (or any other form approved by the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaireand the Borrower, any tax forms or certifications required by Section 2.16; and
(E) the assignee any assignment by a Multicurrency Lender shall deliver to (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to its Multicurrency Commitment and receive payments in the Administrative Agent those documents specified in Section 2.16(f)Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignment.
Appears in 3 contracts
Sources: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaireand the Borrower, any tax forms or certifications required by Section 2.16; and
(E) the assignee any assignment by a Multicurrency Lender shall deliver to (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to its Multicurrency Commitment and receive payments in the Administrative Agent those documents specified in Section 2.16(f)Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignment.
Appears in 3 contracts
Sources: Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs BDC, Inc.), Senior Secured Revolving Credit Agreement (Goldman Sachs Middle Market Lending Corp.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 (in the case of the Revolving Commitments) or U.S. $1,000,000 (in the case of the Term Loans) unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), ) (for which the Borrower and the Guarantors shall not be obligated;); and
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 3 contracts
Sources: Senior Secured Credit Agreement (Ares Capital Corp), Senior Secured Credit Agreement (Ares Capital Corp), Senior Secured Credit Agreement (Ares Capital Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a LenderLender or an Approved Fund), for which the Borrower and the Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver no such assignment will be made to the Borrower and the Administrative Agent those documents specified in Section 2.16(f)any Defaulting Lender or any of their respective subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender.
Appears in 3 contracts
Sources: Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.), Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.), Senior Secured Revolving Credit Agreement (BlackRock Capital Investment Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning LenderL▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans Class of Commitments and LC ExposureLoans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;obligated (except in the case of an assignment pursuant to Section 2.17(b)); and
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and.
(E) No such assignment may be made: (I) to Borrower or any Affiliate or Subsidiary of Borrower; (II) to any Defaulting Lender or any of its Subsidiaries, or Disqualified Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the assignee shall deliver foregoing Persons described in this clause (II); or (III) to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the Borrower and the Administrative Agent those documents specified in Section 2.16(fprimary benefit of, a natural Person).
Appears in 3 contracts
Sources: Senior Secured Revolving Credit Agreement (Lafayette Square USA, Inc.), Senior Secured Revolving Credit Agreement (Lafayette Square USA, Inc.), Senior Secured Revolving Credit Agreement (Lafayette Square USA, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment obligation to make any Loans or Loans and LC Exposure of a Classfunded Loans, the amount of the Commitment obligation or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of an obligation to make any Commitments Loans or funded Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans and LC ExposureLoans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;obligated (except in the case of an assignment pursuant to Section 2.17(b)); and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 3 contracts
Sources: Senior Secured Term Loan Credit Agreement (Medley Capital Corp), Senior Secured Term Loan Agreement (Medley Capital Corp), Term Loan Credit Agreement (Medley Capital Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment Commitments or Loans and LC Exposure of a ClassLoans, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 5,000,000, or, in the case of an assignment of Term Loans and Incremental Term Loans, $1,000,000, unless each of the Borrower Company and the Administrative Agent otherwise consent; provided that no such consent of the Borrower Company shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender▇▇▇▇▇▇’s rights and obligations under this Agreement Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s rights and obligations in respect of such Commitments, Loans and LC Exposureone Class of Commitments or Loans;
(C1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 and (which fee 2) the assigning Lender shall not be payable have paid in connection with an assignment full any amounts owing by it to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;Administrative Agent; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) Questionnaire in which the assignee shall deliver designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower Company and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Administrative Agent those documents specified in Section 2.16(f)assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 3 contracts
Sources: Second Amendment (1 800 Flowers Com Inc), First Amendment (1 800 Flowers Com Inc), Credit Agreement (1 800 Flowers Com Inc)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an Approved Fund of such assigning Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and Commitment(s), Loan(s), LC Exposure of a Classor Swingline Exposure, the amount of the Commitment or Loans and Commitment(s), Loan(s), LC Exposure of such Class or Swingline Exposure of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 U.S.$5,000,000 (or, in the case of any assignment of a Term Loan or Term Loan Commitment, U.S.$1,000,000) unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingcontinuing under clause (a), (b), (h) or (i) of Article VIII;
(B) each partial assignment of any Commitments Commitment, Loan, LC Exposure or Loans and LC Swingline Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitmentsits Commitment, Loans Loan, LC Exposure and LC Swingline Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be U.S.$3,500 payable in connection with an assignment to a Lender or to an Affiliate of a by the assigning Lender), for which the Borrower and the Guarantors shall not be obligated;; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 2 contracts
Sources: Credit Agreement (Constellation Brands, Inc.), Credit Agreement (Constellation Brands, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a LenderLender or an Approved Fund), for which the Borrower and the Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver no such assignment will be made to the Borrower and the Administrative Agent those documents specified in Section 2.16(f)any Defaulting Lender or any of their respective subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender.
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (BlackRock Kelso Capital CORP), Senior Secured Revolving Credit Agreement (BlackRock Kelso Capital CORP)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment obligation to make any Loans or Loans and LC Exposure of a Classfunded Loans, the amount of the Commitment obligation or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of an obligation to make any Commitments Loans or funded Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans and LC ExposureLoans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;obligated (except in the case of an assignment pursuant to Section 2.17(b)); and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 2 contracts
Sources: Senior Secured Term Loan Credit Agreement (Medley Capital Corp), Senior Secured Term Loan Credit Agreement (Medley Capital Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a ClassLoans, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender▇▇▇▇▇▇’s rights and obligations under this Agreement in respect of such Commitments, Loans Commitments and LC ExposureLoans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary BUSINESS.29745768.5 Guarantors shall not be obligated;obligated (except in the case of an assignment pursuant to Section 2.17(b)); and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.), Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a any Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 or, in the case of Term Loans, $1,000,000 unless each of the Borrower Company and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower Company shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of such Commitments, Loans and LC Exposure;one Class of Commitments or Loans,
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;3,500,
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and,
(E) no assignment shall be permitted to be made to the assignee shall deliver Company or any of its Affiliates except that so long as (i) no Default has occurred and is continuing, and (ii) after giving effect to such assignment (x) the Senior Debt Ratio would be less than 3.50 to 1.0 and (y) the Company would have Available Liquidity of at least $100,000,000, a Lender may assign Term Loans to the Borrower which has borrowed such Term Loans; provided that, notwithstanding anything in this Agreement to the contrary, immediately upon acquisition by any Borrower of any of such Borrower’s Term Loans, such Term Loans shall be deemed to have been prepaid and shall no longer be outstanding for purposes of this Agreement and any such prepayment shall effect a pro rata reduction of the Administrative Agent those documents specified remaining scheduled amortization payments in Section 2.16(frespect of the applicable Class of Term Loans, and
(F) no such assignment shall be made (A) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (A), or (B) to a natural Person.
Appears in 2 contracts
Sources: Credit Agreement (Lamar Media Corp/De), Credit Agreement (Lamar Media Corp/De)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; consent (such consent not to be unreasonably withheld, conditioned or delayed), provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;; and
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Apollo Investment Corp), Senior Secured Revolving Credit Agreement (Apollo Investment Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitments or Loans and LC Exposure of a ClassLoans, (1) the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of such Commitments, Loans and LC Exposureone Class of Commitments or Loans;
(C1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an for any assignment to an assignee that is not a Lender or to an Affiliate of a Lender)Lender (provided that the Administrative Agent may, for which in its sole discretion, elect to reduce or waive such processing and recordation fee in the Borrower case of any assignment) and (2) the Guarantors assigning Lender shall not be obligated;have paid in full any amounts owing by it to the Administrative Agent; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent the applicable tax forms required by Section 2.18(e) and an Administrative Questionnaire; and
(E) Questionnaire in which the assignee shall deliver designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Administrative Agent those documents specified in Section 2.16(f)assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 2 contracts
Sources: Successor Agent Agreement, First Amendment to Credit Agreement and Omnibus Amendment to Loan Documents (Eventbrite, Inc.), Credit Agreement (Eventbrite, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a any Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that (x) no such consent of the Borrower shall be required if an Event of Default described in any of clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuingcontinuing and (y) the Borrower shall be deemed to have provided such consent unless it shall object thereto by written notice (which may be by e-mail) to the Administrative Agent within 15 Business Days after having received a written request for its consent to such assignment;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement Agreement; provided that this clause (B) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations solely in respect of such Commitments, Syndicated Loans (and LC Exposurenot Loans of any other Class) or of Loans of any Class (other than Syndicated Loans);
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the (or an agreement incorporating by reference a form of Exhibit A heretoAssignment and Assumption posted on the Platform), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;3,500; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) Questionnaire in which the assignee shall deliver designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the Borrower assignee’s compliance procedures and the Administrative Agent those documents specified in Section 2.16(f)applicable laws, including Federal and state securities laws.
Appears in 2 contracts
Sources: Credit Agreement (Best Buy Co Inc), Credit Agreement (Best Buy Co Inc)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a any Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 or, in the case of Term B Loans, $250,000, unless each of the Borrower Company and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower Company shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of such Commitments, Loans and LC Exposure;one Class of Commitments or Loans,
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;3,500,
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and,
(E) no assignment shall be permitted to be made to the assignee shall deliver Company or any of its Affiliates except that so long as (i) no Default has occurred and is continuing, and (ii) after giving effect to such assignment the Company would have Available Liquidity of at least $100,000,000, a Lender may assign Term Loans to the Borrower which has borrowed such Term Loans; provided that, notwithstanding anything in this Agreement to the contrary, immediately upon acquisition by any Borrower of any of such Borrower’s Term Loans, such Term Loans shall be deemed to have been prepaid and shall no longer be outstanding for purposes of this Agreement and any such prepayment shall effect a pro rata reduction of the Administrative Agent those documents specified remaining scheduled amortization payments in Section 2.16(frespect of the applicable Class of Term Loans, and
(F) no such assignment shall be made (A) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (A), or (B) to a natural person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person.
Appears in 2 contracts
Sources: Credit Agreement (Lamar Media Corp/De), Credit Agreement (Lamar Media Corp/De)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitments of any Class (including Loans of such Class), or Loans and LC Exposure Incremental Term Facility of a Classany Class as to which there are no outstanding Commitments, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative AgentAgent and treating related Approved Funds as one assignee for this purpose) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of such Commitmentsone Class of Commitments or Loans, Loans and LC Exposureexcept that this clause (B) shall not apply to rights in respect of outstanding Competitive Loans;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;3,500; and
(DE) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 2 contracts
Sources: Amendment Agreement (Sprint Nextel Corp), Credit Agreement (Sprint Nextel Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a ClassExposure, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), Lender and for which the Borrower and the Subsidiary Guarantors shall not be obligated;obligated to pay); and
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Stellus Capital Investment Corp), Senior Secured Revolving Credit Agreement (Stellus Capital Investment Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a ClassLoans, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans Commitments and LC ExposureLoans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;obligated (except in the case of an assignment pursuant to Section 2.17(b)); and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (FIDUS INVESTMENT Corp), Senior Secured Revolving Credit Agreement (FIDUS INVESTMENT Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.), Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement and Guarantee and Security Agreement (Sixth Street Lending Partners), Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment Commitments or Loans and LC Exposure of a ClassLoans, (1) the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 5,000,000, or, in the case of an assignment of Term Loans and Incremental Term Loans, $1,000,000, unless each of the Borrower Borrowers and the Administrative Agent otherwise consent; provided that no such consent of the Borrower Borrowers shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender▇▇▇▇▇▇’s rights and obligations under this Agreement Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s rights and obligations in respect of such Commitments, Loans and LC Exposureone Class of Commitments or Loans;
(C1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an for any assignment to an assignee that is not a Lender or to an Affiliate of a Lender)Lender (provided that the Administrative Agent may, for which in its sole discretion, elect to reduce or waive such processing and recordation fee in the Borrower case of any assignment) and (2) the Guarantors assigning Lender shall not be obligated;have paid in full any amounts owing by it to the Administrative Agent; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) Questionnaire in which the assignee shall deliver designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower Borrowers and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Administrative Agent those documents specified in Section 2.16(f)assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 2 contracts
Sources: Credit Agreement (Douglas Dynamics, Inc), Credit Agreement (Douglas Dynamics, Inc)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitment, Loans or Loans and LC Exposure Letter of a Credit Interest of any Class, the amount of the Commitment Commitment, Loans or Loans and LC Exposure Letter of such Class Credit Interest of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 or, in the case of a Term Loan, $1,000,000 (provided, that all amounts assigned shall be aggregated in calculating the $1,000,000 minimum in the event of simultaneous assignments to or from two or more Affiliated Approved Funds) unless each of the Borrower Borrowers and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower Borrowers shall be required if an Event of Default under paragraph (a), (f) or (g) of Section 9.01 has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of such one Class of Commitments, Loans and LC Exposureor Letter of Credit Interest;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which provided, that only one such fee shall not be payable in connection with an assignment the event of simultaneous assignments to a Lender or to an Affiliate of a Lenderfrom one or more Affiliated Approved Funds), for which the Borrower and the Guarantors shall not be obligated;; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 2 contracts
Sources: Credit Agreement (Mediacom Broadband Corp), Credit Agreement (Mediacom Capital Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitments or Loans and LC Exposure of a ClassLoans, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 5,000,000, or, in the case of an assignment of Term Loans and Incremental Term Loans, $1,000,000, unless each of the Borrower Company and the Administrative Agent otherwise consent; provided that no such consent of the Borrower Company shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of such Commitments, Loans and LC Exposureone Class of Commitments or Loans;
(C1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 and (which fee 2) the assigning Lender shall not be payable have paid in connection with an assignment full any amounts owing by it to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;Administrative Agent; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) Questionnaire in which the assignee shall deliver designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower Company and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Administrative Agent those documents specified in Section 2.16(f)assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 2 contracts
Sources: Credit Agreement (1 800 Flowers Com Inc), Credit Agreement (1 800 Flowers Com Inc)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a ClassLoans, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 or, in the case of an assignment of an Incremental Term Loan, $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default under Section 8.01(a), 8.01(b), 8.01(h), 8.01(i) or 8.01(j) has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of such Commitments, Loans and LC Exposureone Class of Commitments or Loans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable unless waived in connection with an assignment to a Lender or to an Affiliate the sole discretion of a Lenderthe Administrative Agent), for which the Borrower and the Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire 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 Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws; and
(E) the assignee no such assignment shall deliver be made (A) to the Borrower and or any of the Administrative Agent those documents specified Borrower’s Affiliates or Restricted Subsidiaries or (B) to any Defaulting Lender or any of its Restricted Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in Section 2.16(fthis clause (B), or (C) to a natural person.
Appears in 2 contracts
Sources: Credit Agreement (HMS Holdings Corp), Credit Agreement (HMS Holdings Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a any Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 or, in the case of Term Loans, $1,000,000 unless each of the Borrower Company and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower Company shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of such Commitments, Loans and LC Exposure;one Class of Commitments or Loans,
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;3,500,
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; , and
(E) no assignment shall be permitted to be made to the assignee shall deliver Company or any of its Affiliates except that so long as (i) no Default has occurred and is continuing, and (ii) after giving effect to such assignment (x) the Senior Debt Ratio would be less than 3.25 to 1.0 and (y) the Company would have Available Liquidity of at least $100,000,000, a Lender may assign Term Loans to the Borrower which has borrowed such Term Loans; provided that, notwithstanding anything in this Agreement to the contrary, immediately upon acquisition by any Borrower of any of such Borrower’s Term Loans, such Term Loans shall be deemed to have been prepaid and shall no longer be outstanding for purposes of this Agreement and any such prepayment shall effect a pro rata reduction of the Administrative Agent those documents specified remaining scheduled amortization payments in Section 2.16(f)respect of the applicable Class of Term Loans.
Appears in 2 contracts
Sources: Credit Agreement (Lamar Advertising Co/New), Credit Agreement (Lamar Advertising Co/New)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Class of Commitments and Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;obligated (except in the case of an assignment pursuant to Section 2.18(b)); and
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (First Eagle Alternative Capital BDC, Inc.), Senior Secured Revolving Credit Agreement (THL Credit, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a ClassLoans, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 or, in the case of an assignment of a Term Loan, $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default under Section 8.01(a), 8.01(b), 8.01(h), 8.01(i) or 8.01(j) has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of such Commitments, Loans and LC Exposureone Class of Commitments or Loans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable unless waived in connection with an assignment to a Lender or to an Affiliate the sole discretion of a Lenderthe Administrative Agent), for which the Borrower and the Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire 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 and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws; and
(E) the assignee no such assignment shall deliver be made (A) to the Borrower and or any of the Administrative Agent those documents specified Borrower’s Affiliates or Subsidiaries or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in Section 2.16(fthis clause (B), or (C) to a natural person.
Appears in 2 contracts
Sources: Credit Agreement (HMS Holdings Corp), Credit Agreement (HMS Holdings Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaireand the Borrower, any tax forms or certifications required by Section 2.16; and
(E) the assignee any assignment by a Multicurrency Lender shall deliver to (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to its Multicurrency Commitment and receive payments in the Administrative Agent those documents specified in Section 2.16(f)Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignment.
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (AG Twin Brook Capital Income Fund), Senior Secured Revolving Credit Agreement (AG Twin Brook Capital Income Fund)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a ClassExposure, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;; and
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Stellus Capital Investment Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consentconsents; provided that that, no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially (or any other form approved by the form of Exhibit A heretoAdministrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to (x) the Administrative Agent an Administrative Questionnaire, and (y) to the Administrative Agent and the Borrower, any tax forms or certifications required by Section 2.15(f); and
(E) the assignee any assignment by a Multicurrency Lender shall deliver to (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Revolving Loans pursuant to its Multicurrency Commitment and is able to fund and receive payments in the Administrative Agent those documents specified Agreed Foreign Currencies for which Revolving Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in Section 2.16(f)clause (b)(z) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Sources: Revolving Credit Agreement (Hercules Capital, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;; 135 Revolving Credit Agreement
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Owl Rock Core Income Corp.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class's Assignment Obligations at the time owing to it, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided provided, that (x) no such consent of the Borrower shall be required if an Event of Default under clause (a), (g) or (h) of Section 7.01 has occurred and is continuingcontinuing and (y) amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
(B) each partial assignment of any Commitments or Loans and LC Exposure Assignment Obligations shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in with respect of such Commitments, Loans and LC Exposureto the Assignment Obligations assigned;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender)3,500, for which the Borrower and the Guarantors shall not be obligated;; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
. For purposes of this Section 9.04(b)(ii), “Approved Fund” means any Person (Eother than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the assignee shall deliver to the Borrower ordinary course of its business and the Administrative Agent those documents specified in Section 2.16(f)that is administered or managed by (a) a Lender or (b) an Affiliate of a Lender.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consentconsents; provided that that, no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially (or any other form approved by the form of Exhibit A heretoAdministrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to (x) the Administrative Agent an Administrative Questionnaire, and (y) to the Administrative Agent and the Borrower, any tax forms or certifications required by Section 2.15(f); and
(E) the assignee any assignment by a Multicurrency Lender shall deliver to (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Revolving Loans pursuant to its Multicurrency Commitment and is able to fund and receive payments in the Administrative Agent those documents specified Agreed Foreign Currencies for which Revolving Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in Section 2.16(f)clause (b) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Bain Capital Specialty Finance, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a ClassExposure, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), ) (for which the Borrower and the Guarantors shall not be obligated;); and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Ares Capital Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a ClassExposure, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if a Default or an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Commitments and Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;obligated (except in the case of an assignment pursuant to Section 2.18(b)); and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower Questionnaire and the Administrative Agent those documents specified in any tax forms required under Section 2.16(f)2.15.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Oaktree Strategic Credit Fund)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided BUSINESS.29724285.831568132 that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans Class of Commitments and LC ExposureLoans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;obligated (except in the case of an assignment pursuant to Section 2.17(b)); and
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (MONROE CAPITAL Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a ClassLoans, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans and LC ExposureCommitments or Loans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), ) (for which the Borrower and the Guarantors shall not be obligated;); and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and;
(E) the unless a Default or Event of Default has occurred and is continuing, such assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f)is not a Competitor.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Resource Capital Corp.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s 's Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a LenderLender or an Approved Fund), for which the Borrower and the Guarantors shall not be obligated;; and
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (BlackRock Kelso Capital CORP)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit or Incremental Loan Commitment or Loans and LC Exposure of a any Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 2,500,000 unless each of the Borrower Company and the Administrative Agent otherwise consent; , provided that (x) no such consent of the Company shall be required if an Event of Default has occurred and is continuing and (y) in determining the amount of any assignment, simultaneous assignments to or from two or more affiliated Approved Funds shall be aggregated);
(B) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Synthetic LC Funding Amount or Synthetic LC Term Loans, the amount of the Synthetic LC Funding Amount or Synthetic LC Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Company and the Administrative Agent otherwise consent, provided that no such consent of the Borrower Company shall be required if an Event of Default has occurred and is continuing;
(BC) each partial assignment of any Commitments Revolving Credit or Loans Incremental Loan Commitment or Revolving Credit or Incremental Loans, and each partial assignment of any Synthetic LC Exposure Funding Amount or Synthetic LC Term Loans, shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such CommitmentsRevolving Credit or Incremental Loan Commitment and Loans, Loans or Synthetic LC Funding Amount and Synthetic LC Exposure;Term Loans, as applicable, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Revolving Credit or Incremental Loan Commitments or Revolving Credit or Incremental Loans,
(CD) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee 3,500, provided that simultaneous assignments to or from two or more affiliated Approved Funds shall not be payable in connection with an treated as a single assignment to a Lender or to an Affiliate for purposes of a Lender)such fee, for which the Borrower and the Guarantors shall not be obligated;and
(DE) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower Questionnaire and any applicable tax forms as may be requested by the Administrative Agent those documents specified in Section 2.16(f)Agent.
Appears in 1 contract
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an Approved Fund, or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a ClassCommitments (including Loans) as to which there are no outstanding Commitments, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative AgentAgent and treating related Approved Funds as one assignee for this purpose) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans and LC ExposureAgreement;
(C) no assignments may be made to (i) any natural person or (ii) any other Person that the Administrative Agent reasonably determines is maintained primarily for the purpose of holding or managing investments for the benefit of any natural person and/or any immediate family members or heirs thereof, in each case unless otherwise agreed by each of the Administrative Agent and the Borrower in its sole discretion;
(D) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable or the equivalent thereof in connection with an assignment any currency reasonably specified by the Administrative Agent, as determined based on the Administrative Agent’s telegraphic transfer middle (TTM) rate offered for such currency as of 11:00 am Tokyo time on the date falling 3 Business Days prior to a Lender or to an Affiliate the effective date of a Lendersuch assignment), for which the Borrower and the Guarantors shall not be obligated;; and
(DE) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver Questionnaire and all applicable tax forms required pursuant to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Credit Agreement (SPRINT Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretohereto (or any other form approved by 742026061 21680120750959138 21680120 the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaireand the Borrower, any tax forms or certifications required by Section 2.16; and
(E) the assignee any assignment by a Multicurrency Lender shall deliver to (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to its Multicurrency Commitment and receive payments in the Administrative Agent those documents specified in Section 2.16(f)Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignment.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a ClassExposure, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consentconsents; provided that no such consent of the Borrower shall be required if a Default or an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Commitments and Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;obligated (except in the case of an assignment pursuant to Section 2.18(b)); and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower Questionnaire and the Administrative Agent those documents specified in any tax forms required under Section 2.16(f)2.15.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Oaktree Strategic Credit Fund)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretohereto (or any other form approved by the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaireand the Borrower, any tax forms or certifications required by Section 2.16; and
(E) the assignee any assignment by a Multicurrency Lender shall deliver to (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to its Multicurrency Commitment and receive 742026061 21680120 payments in the Administrative Agent those documents specified in Section 2.16(f)Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignment.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure Exposure, as applicable, of a Class, the amount of the Commitment or Loans and LC Exposure Exposure, as applicable, of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consentconsents; provided that that, no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure Exposure, as applicable, shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations 174 Revolving Credit and Term Loan Agreement under this Agreement in respect of such Commitments, Class of Commitments or Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially (or any other form approved by the form of Exhibit A heretoAdministrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and;
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f); and
(F) any assignment by a Multicurrency Revolving Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Revolving Loans pursuant to its Multicurrency Revolving Credit Commitment and is able to fund and receive payments in the Agreed Foreign Currencies for which Revolving Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in clause (b) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit or Incremental Loan Commitment or Loans and LC Exposure of a any Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 2,500,000 unless each of the Borrower Company and the Administrative Agent otherwise consent; , provided that (x) no such consent of the Borrower Company shall be required if an Event of Default has occurred and is continuingcontinuing and (y) in determining the amount of any assignment, simultaneous assignments to or from two or more affiliated Approved Funds shall be aggregated);
(B) each partial assignment of any Commitments Revolving Credit or Incremental Loan Commitment or Revolving Credit or Incremental Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such CommitmentsRevolving Credit or Incremental Loan Commitment and Loans, Loans as applicable, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and LC Exposure;obligations in respect of one Class of Revolving Credit or Incremental Loan Commitments or Revolving Credit or Incremental Loans,
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 3,500, provided that (which I) simultaneous assignments to or from two or more affiliated Approved Funds shall be treated as a single assignment for purposes of such fee shall not and (II) such fee may be payable waived by the Administrative Agent in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;its sole discretion,
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; Questionnaire and any applicable tax forms as may be required pursuant to Section 11.04, and
(E) no such assignment shall be made to (x) any Borrower or any Affiliate or Subsidiary of any Borrower, (y) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the assignee shall deliver to the Borrower and the Administrative Agent those documents specified foregoing Persons described in Section 2.16(f)this clause (y) or (z) a natural Person.
Appears in 1 contract
Sources: Credit Agreement (Foster Wheeler Ag)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a ClassLoans, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans Commitments and LC ExposureLoans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligatedobligated (except in the case of an assignment pursuant to Section 2.16(b));
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to not be any Person listed in the Borrower Prohibited Assignees and the Administrative Agent those documents specified in Section 2.16(f)Participants Side Letter.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Credit Suisse Park View BDC, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretohereto (or any other form approved by the Administrative Agent and, to the extent Borrower’s consent is required in connection with such assignment, the Borrower), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaireand the Borrower, any tax forms or certifications required by Section 2.16; and
(E) the assignee any assignment by a Multicurrency Lender shall deliver to (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to its Multicurrency Commitment and receive payments in the Administrative Agent those documents specified Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in Section 2.16(f)clause (b)(z) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund LLC)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a any Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default described in any of clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement Agreement; provided that this clause (B) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations solely in respect of such Commitments, Syndicated Loans (and LC Exposurenot Loans of any other Class) or of Loans of any Class (other than Syndicated Loans);
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;3,500; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) Questionnaire in which the assignee shall deliver designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Administrative Agent those documents specified in Section 2.16(f)assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 1 contract
Sources: Credit Agreement (Best Buy Co Inc)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s 's Commitment or Loans and LC Exposure of a any Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower Borrowers and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower Borrowers shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement in respect of such CommitmentsClass of Commitments and Loans, Loans and LC Exposureexcept that this subclause (B) shall not apply to rights in respect of outstanding Competitive Loans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAcceptance, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated3,500;
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) in the assignee case of an assignment to a CLO, the assigning Lender shall deliver retain the sole right to approve any amendment, modification or waiver of any provision of this Agreement, provided that the Borrower Assignment and Acceptance between such Lender and such CLO may provide that such Lender will not, without the Administrative Agent those documents specified consent of such CLO, agree to any amendment, modification or waiver described in the first proviso to Section 2.16(f)9.02(b) that affects such CLO.
Appears in 1 contract
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consentconsents; provided that that, no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially (or any other form approved by the form of Exhibit A heretoAdministrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver (x) to the Administrative Agent an Administrative Questionnaire, and (y) to the Administrative Agent and the Borrower, any tax forms or certifications required by Section 2.15(f); and
(E) the assignee any assignment by a Multicurrency Lender shall deliver to (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Revolving Loans pursuant to its Multicurrency Commitment and is able to fund and receive payments in the Administrative Agent those documents specified Agreed Foreign Currencies for which Revolving Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in Section 2.16(f)clause (c) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (AGL Private Credit Income Fund)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment 731105340 11299570 121 Revolving Credit Agreement or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans Class of Commitments and LC ExposureLoans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Prospect Floating Rate & Alternative Income Fund, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans Commitments and LC Exposure;Loans; 146 Revolving Credit Agreement
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to (x) the Administrative Agent an Administrative Questionnaire; and, and (y) to the Administrative Agent and the Borrower, any tax forms or certifications required by Section 2.15(f);
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f); and
(F) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Revolving Loans pursuant to its Multicurrency Commitment and is able to fund and receive payments in the Agreed Foreign Currencies for which Revolving Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in clause (c) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consentconsents; provided that that, no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing;; 150 767993213 21683072
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially (or any other form approved by the form of Exhibit A heretoAdministrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to (x) the Administrative Agent an Administrative Questionnaire, and (y) to the Administrative Agent and the Borrower, any tax forms or certifications required by Section 2.15(f); and
(E) the assignee any assignment by a Multicurrency Lender shall deliver to (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to its Multicurrency Commitment and is able to fund and receive payments in the Administrative Agent those documents specified Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in Section 2.16(f)clause (b)(z) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Sources: Revolving Credit Agreement (Hercules Capital, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a any Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Parent Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Parent Borrower shall be required if an Event of Default described in any of clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement Agreement; provided that this clause (B) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations solely in respect of such Commitments, Syndicated Loans (and LC Exposurenot Loans of any other Class) or of Loans of any Class (other than Syndicated Loans);
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;3,500; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) Questionnaire in which the assignee shall deliver designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Parent Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Administrative Agent those documents specified in Section 2.16(f)assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 1 contract
Sources: Credit Agreement (Dillards Inc)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consentconsents; provided that that, no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender▇▇▇▇▇▇’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially (or any other form approved by the form of Exhibit A heretoAdministrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to (x) the Administrative Agent an Administrative Questionnaire, and (y) to the Administrative Agent and the Borrower, any tax forms or certifications required by Section 2.15(f); and
(E) the assignee any assignment by a Multicurrency Lender shall deliver to (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Revolving Loans pursuant to its Multicurrency Commitment and is able to fund and receive payments in the Administrative Agent those documents specified Agreed Foreign Currencies for which Revolving Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in Section 2.16(f)clause (c) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Varagon Capital Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) 1. except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Term Loan Commitment or Loans and LC Exposure of a ClassAdvances, the amount of the Term Loan Commitment or Loans and LC Exposure of such Class Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 3,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingconsents;
(B) 2. each partial assignment of any Term Loan Commitments or Loans and LC Exposure Advances shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations with respect to the applicable Advance under this Agreement in respect of such Commitments, Loans Term Loan Commitments and LC ExposureAdvances;
(C) 3. the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoA, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which #227178428 no one other than the Borrower assignor and the Guarantors assignee shall not be obligated);
(D) 4. the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire and a consent to the terms and provisions of the Agency Agreement; and
(E) 5. so long as no Event of Default has occurred and is continuing, no assignment shall be made to any Person that does not constitute an Eligible Assignee without the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f)prior written consent of Borrower.
Appears in 1 contract
Sources: Loan Agreement (OppFi Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretohereto (or any other form approved by the Administrative Agent and, to the extent Borrower’s consent is required in connection with such assignment, the Borrower), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;; 767537780768227557
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaireand the Borrower, any tax forms or certifications required by Section 2.16; and
(E) the assignee any assignment by a Multicurrency Lender shall deliver to (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to its Multicurrency Commitment and receive payments in the Administrative Agent those documents specified Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in Section 2.16(f)clause (b)(z) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consentconsents; provided that that, no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans Class of Commitments and LC Exposure;Loans; 156 Revolving Credit Agreement
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially (or any other form approved by the form of Exhibit A heretoAdministrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and;
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f); and
(F) any assignment by a Multicurrency Lender shall (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Revolving Loans pursuant to its Multicurrency Commitment and is able to fund and receive payments in the Agreed Foreign Currencies for which Revolving Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in clause (b) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (AB Private Lending Fund)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;; 125 Revolving Credit Agreement
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender Lender, or an assignment of the entire remaining amount of the assigning Lender’s 's Revolving Credit Commitment (together with all Revolving Credit Loans) or Loans and LC Exposure of a ClassTerm Loans, the amount of the Revolving Credit Commitment or Term Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 (or less than $1,000,000 in the case of any assignment of Term Loans) unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments Revolving Credit Commitment or Term Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement in respect of such Commitments, Loans Commitment (together with a proportionate part of the outstanding Revolving Credit Loans) and LC ExposureTerm Loans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Acceptance in substantially the form of Exhibit A heretoA, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;3,500; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a ClassExposure, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Commitments and Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;obligated (except in the case of an assignment pursuant to Section 2.18(b)); and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Capital Southwest Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s 's Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;; and
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a ClassExposure, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consentconsentsconsent; provided that no such consent of the Borrower shall be required if a Default or an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Commitments and Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;obligated (except in the case of an assignment pursuant to Section 2.18(b)); and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower Questionnaire and the Administrative Agent those documents specified in any tax forms required under Section 2.16(f)2.15.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Oaktree Strategic Credit Fund)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretohereto (or any other form approved by the Administrative Agent and, to the extent Borrower’s consent is required in connection with such assignment, the Borrower), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaireand the Borrower, any tax forms or certifications required by Section 2.16; and
(E) the assignee any assignment by a Multicurrency Lender shall deliver to (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to its Multicurrency Commitment and receive payments in the Administrative Agent those documents specified Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in Section 2.16(f)clause (b)(z) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a any Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that (x) no such consent of the Borrower shall be required if an Event of Default described in any of clauses (a), (b), (h) or (i) of Article VIII has occurred and is continuingcontinuing and (y) the Borrower shall be deemed to have provided such consent unless it shall object thereto by written notice (which may be by e-mail) to the Administrative Agent within 15 Business Days after having received a written request for its consent to such assignment;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender▇▇▇▇▇▇’s rights and obligations under this Agreement Agreement; provided that this clause (B) shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations solely in respect of such Commitments, Syndicated Loans (and LC Exposurenot Loans of any other Class) or of Loans of any Class (other than Syndicated Loans);
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the (or an agreement incorporating by reference a form of Exhibit A heretoAssignment and Assumption posted on the Approved Electronic Platform), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;3,500; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) Questionnaire in which the assignee shall deliver designates one or more credit contacts to whom all syndicate-level information (which may contain MNPI) will be made available and who may receive such information in accordance with the Borrower assignee’s compliance procedures and the Administrative Agent those documents specified in Section 2.16(f)applicable laws, including Federal and state securities laws.
Appears in 1 contract
Sources: Credit Agreement (Best Buy Co Inc)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitment, Loans or Loans and LC Exposure Letter of a Credit Interest of any Class, the amount of the Commitment Commitment, Loans or Loans and LC Exposure Letter of such Class Credit Interest of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 or, in the case of a Term Loan, $500,000 (provided, that all amounts assigned shall be aggregated in calculating the $500,000 minimum in the event of simultaneous assignments to or from two or more Affiliated Approved Funds) unless each of the Borrower Borrowers and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower Borrowers shall be required if an Event of Default under paragraph (a), (f) or (g) of Section 9.01 has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of such one Class of Commitments, Loans and LC Exposureor Letter of Credit Interest;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption in substantially or (y) to the form of Exhibit A heretoextent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants), together with a processing and recordation fee of U.S. $3,500 (which provided, that only one such fee shall not be payable in connection with an assignment the event of simultaneous assignments to a Lender or to an Affiliate of a Lenderfrom one or more Affiliated Approved Funds), for which the Borrower and the Guarantors shall not be obligated;; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment Commitments or Loans and LC Exposure of a ClassLoans, (1) the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 5,000,000, or, in the case of an assignment of Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans, $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender▇▇▇▇▇▇’s rights and obligations under this Agreement Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning ▇▇▇▇▇▇’s rights and obligations in respect of such Commitments, Loans and LC Exposureone Class of Commitments or Loans;
(C1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an for any assignment to an assignee that is not a Lender or to an Affiliate of a Lender)Lender (provided that the Administrative Agent may, for which in its sole discretion, elect to reduce or waive such processing and recordation fee in the Borrower case of any assignment) and (2) the Guarantors assigning Lender shall not be obligated;have paid in full any amounts owing by it to the Administrative Agent; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) Questionnaire in which the assignee shall deliver designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Administrative Agent those documents specified in Section 2.16(f)assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 1 contract
Sources: Credit Agreement (Cars.com Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s 's Commitment or Loans and LC Exposure of a any Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance with respect to such Assignment assignment is delivered to the applicable Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower Company and the applicable Administrative Agent otherwise consent; , provided that no such consent of the Borrower Company shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement in respect of such Commitments, Loans Class of Commitments and LC ExposureLoans;
(C) any assignment by a Canadian Revolving Lender or a Canadian Term Lender of its Canadian Revolving Commitments or Loans or Canadian Term Commitments or Loans, as the case may be, shall only be made to an assignee with a Non-Canadian Affiliate;
(D) unless otherwise agreed to by the applicable Administrative Agent, the parties to each assignment shall execute and deliver to the applicable Administrative Agent an Assignment and Assumption Acceptance in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (for which fee the Borrowers shall not be obligated and provided that only one such fee shall be payable in connection with an assignment the event of simultaneous assignments to a Lender or to an Affiliate of a Lenderfrom one or more affiliated Approved Funds), for which the Borrower and the Guarantors shall not be obligated;; and
(DE) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the applicable Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Credit Agreement (Hertz Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitments or Loans and LC Exposure of a ClassLoans, (1) the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 5,000,000, or, in the case of an assignment of Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans, $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of such Commitments, Loans and LC Exposureone Class of Commitments or Loans;
(C1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an for any assignment to an assignee that is not a Lender or to an Affiliate of a Lender)Lender (provided that the Administrative Agent may, for which in its sole discretion, elect to reduce or waive such processing and recordation fee in the Borrower case of any assignment) and (2) the Guarantors assigning Lender shall not be obligated;have paid in full any amounts owing by it to the Administrative Agent; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) Questionnaire in which the assignee shall deliver designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Administrative Agent those documents specified in Section 2.16(f)assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 1 contract
Sources: Credit Agreement (Cars.com Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; 144 Revolving Credit Agreement provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans Commitments and LC ExposureLoans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Kayne Anderson BDC, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitment, Loans or Loans and LC Exposure Letter of a Credit Interest of any Class, the amount of the Commitment Commitment, Loans or Loans and LC Exposure Letter of such Class Credit Interest of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 or, in the case of a Term Loan, $1,000,000 (provided, that all amounts assigned shall be aggregated in calculating the $1,000,000 minimum in the event of simultaneous assignments to or from two or more Affiliated Approved Funds) unless each of the Borrower Borrowers and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower Borrowers shall be required if an Event of Default under paragraph (a), (f) or (g) of Section 9.01 has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of such one Class of Commitments, Loans and LC Exposureor Letter of Credit Interest;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which provided, that only one such fee shall not be payable in connection with an assignment the event of simultaneous assignments to a Lender or to an Affiliate of a Lenderfrom one or more Affiliated Approved Funds), for which the Borrower and the Guarantors shall not be obligated;; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).. Table of Contents
Appears in 1 contract
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a ClassCommitment, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower Company and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower Company shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans and LC ExposureAgreement;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee shall not be payable in connection with an assignment to a Lender or to an Affiliate the case of a Lenderany assignment), for which the Borrower and the Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire;
(E) no such assignment shall be made to (x) the Company or any of its Subsidiaries or Affiliates, (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y), or (z) a natural Person;
(F) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all amounts then owed by such Defaulting Lender to the Administrative Agent and each Issuing Lender and each other Lender hereunder (and interest accrued thereon) pursuant to the terms hereof, and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Applicable Percentage; provided that, notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this clause (F), then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs; and
(EG) in order to comply with the Dutch Financial Supervision Act, if at the time of an assignment by any Lender to any assignee other than an existing Lender there exists a Dutch Subsidiary Borrower party hereto, the interests being assigned by such Lender shall be or include an outstanding portion in a minimum amount of €100,000 (or its equivalent in another Currency) or such other amount as may be required from time to time by the Dutch Financial Supervision Act or, if it is less, such assignee shall deliver represent and warrant to each such Dutch Subsidiary Borrower pursuant to the Borrower Assignment and Assumption for such assignment that it is a professional market party (professionele marktpartij) within the Administrative Agent those documents specified in Section 2.16(f)meaning of the Dutch Financial Supervision Act.
Appears in 1 contract
Sources: Credit Agreement (NYSE Euronext)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender Lender, or an assignment of the entire remaining amount of the assigning Lender’s 's Revolving Credit Commitment or (together with all Revolving Credit Loans and LC Exposure Revolving Letter of a ClassCredit Interest), Term Loans or Term Letter of Credit Interest, the amount of the Commitment Revolving Credit Commitment, Term Loans or Loans and LC Exposure Term Letter of such Class Credit Interest of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided , PROVIDED that no such consent of the Borrower shall be required if an Event of Default under Section 10(a), 10(f) or 10(g) hereof has occurred and is continuing;
(B) each partial assignment of any Commitments Revolving Credit Commitment, Term Loans or Loans and LC Exposure Term Letter of Credit Interest shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement in respect of such Commitments, Commitment (together with a proportionate part of the outstanding Revolving Credit Loans and LC ExposureRevolving Letter of Credit Interest), Term Loans and Term Letter of Credit Interest;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Acceptance in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;3,500; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Credit Agreement (Polymer Group Inc)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a ClassExposure, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Commitments and Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;obligated (except in the case of an assignment pursuant to Section 2.18(b)); and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Capital Southwest Corp)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretohereto (or any other form approved by the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaireand the Borrower, any tax forms or certifications required by Section 2.16; andand 777795439
(E) the assignee any assignment by a Multicurrency Lender shall deliver to (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to its Multicurrency Commitment and receive payments in the Administrative Agent those documents specified in Section 2.16(f)Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignment.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a LenderLender or an Approved Fund), for which the Borrower and the Guarantors shall not be obligated;; and
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a ClassLoans, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans Commitments and LC ExposureLoans;
(Ci) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;obligated (except in the case of an assignment pursuant to Section 2.17(b)) and (ii) the assignee shall execute and deliver to the Administrative Agent a counterpart to the Lender Letter and thereby agree to be bound by its terms; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (TCP Capital Corp.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;; 763013574 21680120763013574.7
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretohereto (or any other form approved by the Administrative Agent and the Borrower), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaireand the Borrower, any tax forms or certifications required by Section 2.16; and
(E) the assignee any assignment by a Multicurrency Lender shall deliver to (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to its Multicurrency Commitment and receive payments in the Administrative Agent those documents specified in Section 2.16(f)Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignment.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Morgan Stanley Direct Lending Fund)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;; 110 Revolving Credit Agreement
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (TPG Specialty Lending, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;; 132 Revolving Credit Agreement
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Owl Rock Core Income Corp.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender 767537780 163 subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretohereto (or any other form approved by the Administrative Agent and, to the extent Borrower’s consent is required in connection with such assignment, the Borrower), together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to (x) the Administrative Agent, an Administrative Questionnaire, and (y) to the Administrative Agent an Administrative Questionnaireand the Borrower, any tax forms or certifications required by Section 2.16; and
(E) the assignee any assignment by a Multicurrency Lender shall deliver to (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to its Multicurrency Commitment and receive payments in the Administrative Agent those documents specified Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignments without the need to obtain any authorization referred to in Section 2.16(f)clause (b)(z) of the definition of “Agreed Foreign Currency”.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), ) (for which the Borrower and the Guarantors no Obligor shall not be obligated;); and
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire.; and
(E) the assignee any assignment by a Multicurrency Lender shall deliver to (unless the Borrower otherwise consents in writing) be made only to an assignee that has agreed to make Loans pursuant to its Multicurrency Commitment and receive payments in the Administrative Agent those documents specified in Section 2.16(f)Agreed Foreign Currencies for which Loans may be made at the time of such proposed assignment.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (BlackRock Private Credit Fund)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning LenderL▇▇▇▇▇’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingcontinuing under Section 7.01(a), (b), (i), (j) or (k);
(B) each partial assignment of any Class of Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Class of Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), ) (for which the Borrower and the Guarantors no Obligor shall not be obligated);
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Lord Abbett Private Credit Fund S)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning LenderL▇▇▇▇▇’s Commitment Commitments or Loans and LC Exposure of a ClassLoans, (1) the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 5,000,000, or, in the case of an assignment of Term Loans and Incremental Term Loans, $1,000,000, unless each of the Borrower Borrowers and the Administrative Agent otherwise consent; provided that no such consent of the Borrower Borrowers shall be required if an Event of Default has occurred and is continuingcontinuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning LenderL▇▇▇▇▇’s rights and obligations under this Agreement Agreement; provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning L▇▇▇▇▇’s rights and obligations in respect of such Commitments, Loans and LC Exposureone Class of Commitments or Loans;
(C1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an for any assignment to an assignee that is not a Lender or to an Affiliate of a Lender)Lender (provided that the Administrative Agent may, for which in its sole discretion, elect to reduce or waive such processing and recordation fee in the Borrower case of any assignment) and (2) the Guarantors assigning Lender shall not be obligated;have paid in full any amounts owing by it to the Administrative Agent; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) Questionnaire in which the assignee shall deliver designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower Borrowers and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Administrative Agent those documents specified in Section 2.16(f)assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
Appears in 1 contract
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;; 124 Revolving Credit Agreement
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans Commitments and LC ExposureLoans;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligated;
(D) the assignee, if it shall not already be a Lender of the applicable Class, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.)
Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:
(A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure of a ClassExposure, the amount of the Commitment or Loans and LC Exposure of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of a Default has occurred and is continuing;
(B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans and LC Exposure;
(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated;; and
(D) the assignee, if it shall not already be a Lender of the applicable ClassLender, shall deliver to the Administrative Agent an Administrative Questionnaire; and
(E) the assignee shall deliver to the Borrower and the Administrative Agent those documents specified in Section 2.16(f).
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Fifth Street Finance Corp)