Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it, and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that: (a) the Agent, the Swing Loan Lender and the Issuing Lender shall have each given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund; (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assigned, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned; (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) an Assignment and Acceptance Agreement in the form of Exhibit H annexed hereto, together with any Notes subject to such assignment; (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and (e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon execution, delivery, acceptance and recording of such Assignment and Acceptance Agreement, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder, (ii) the assigning Lender shall, upon payment to the Agent of the registration fee referred to in §18.2, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it and it, the Revolving Credit Notes held by it, it and further including for purposes of this §18.1, participations its participating interest in the risk relating to any Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
(a) the Agent, the Swing Loan Lender and the Issuing Lender Administrative Agent shall have each given its prior written consent to such assignment, which consent shall consent, will not be unreasonably withheld or delayedwithheld, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedAgreement, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) each assignment shall be in an amount that is not less than $5,000,000 or the remaining amount of its Commitment, if less, and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoE hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §18.2(S)19.3, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Credit Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Sources: Revolving Credit Agreement (Blue Steel Capital Corp)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans and/or all or a portion of its Term Loan at the time owing to it and it, the Notes Revolving Credit Note or Term Note held by itit and, and further including for purposes of this §18.1if applicable, participations its participating interest in the risk relating to any Letters of Credit, Credit or Swing Line Loans, and Alternative Currency Risk Participations); provided that:
PROVIDED that (ai) each of the AgentAdministrative Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Swing Loan Lender and Parent (as the Issuing Lender representative of the Borrowers) shall have each given its prior written consent to such assignment, which consent shall consent, in the case of the Parent, will not be unreasonably withheld or delayedwithheld, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to Credit Agreement, PROVIDED, HOWEVER, that nothing contained herein shall restrict any Lender from making a non-pro rata assignment of its Loans, (iii) each assignment shall be in a minimum amount of $5,000,000, or, if less, the Revolving Credit entire Commitment in the event an interest in the Revolving Credit Loans is assigned, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
of such Lender and (civ) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoEXHIBIT E hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such Assignment recording, from and Acceptance Agreement, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder, (ii) the assigning Lender shall, upon payment to the Agent of the registration fee referred to in §18.2, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.after
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Nationsrent Inc)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees Assignee all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it, and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
that (a) the Agent, the Swing Loan Lender Agent and the Issuing Lender shall have each given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assigned, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) an Assignment and Acceptance Agreement in the form of Exhibit H annexed hereto, together with any Notes subject to such assignment;
, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
Guarantor, and (e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon execution, delivery, acceptance and recording of such Assignment and Acceptance Agreement, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder, (ii) the assigning Lender shall, upon payment to the Agent of the registration fee referred to in §18.2, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT▇▇▇▇▇▇▇▇▇.
Appears in 1 contract
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment Commitment, and the same portion of the Loans at the time owing to it and it, the Notes held by it, and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
that (a) each of the AgentAgents and, unless a Default or an Event of Default shall have occurred and be continuing, the Swing Loan Lender and the Issuing Lender Borrower, shall have each given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayedwithheld, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedhereunder, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) each assignment shall be in an amount that is at least equal to $5,000,000, and (d) the parties to such assignment shall execute and deliver to the AgentAgents, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoN hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent Agents of the registration fee referred to in §18.2Section 19.3, be released from its obligations under this Agreement arising after Credit Agreement. Notwithstanding the effective date foregoing, no consent shall be required hereunder for any assignment resulting from the acquisition of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other any Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REITby another financial institution.
Appears in 1 contract
Sources: Bridge Term Loan Credit Agreement (Whitehall Jewellers Inc)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it), and further including for purposes upon satisfaction of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
the following conditions: (a) each of the Agent, the Swing Loan Lender Administrative Agent and the Issuing Lender Borrower shall have each given its prior written consent to such assignmentassignment (provided that, which in the case of the Borrower, such consent shall will not be unreasonably withheld withheld, conditioned or delayed, delayed and shall not be required if such assignment is to an existing Lendera Default or Event of Default shall have occurred and be continuing), a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedAgreement, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) other than when an Event of Default shall exist, each assignment shall be in an amount that is at least Ten Million and 00/100 Dollars ($10,000,000.00), (d) other than when an Event of Default shall exist, Administrative Agent shall retain, free of any such assignment, an amount of its Commitment of not less than Twenty-Seven Million Five Hundred Thousand and 00/100 Dollars ($27,500,000.00), and (e) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoD hereto (an “Assignment and Acceptance”), together with delivery of any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ix) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (iiy) the assigning Lender shall, to the extent provided in such Assignment and Acceptance and upon payment to the Administrative Agent of the registration fee referred to in §18.2Section 11.15.3, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Sources: Credit Agreement (Hines Real Estate Investment Trust Inc)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it it) and the Notes Note held by it, and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
that (ai) the Agent, the Swing Loan Lender Agent and the Issuing Lender Company (so long as no Default, Event of Default or Credit Trigger is existing) shall have each given its their prior written consent to such assignment, which assignment (such consent shall not to be unreasonably withheld or delayedwithheld), and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment Agreement, (iii) each assignment shall be in the event an interest amount that is at least $2,000,000 and a whole multiple of $100,000 in the Revolving Credit Loans is assigned, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
excess of such $2,000,000 and (civ) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, in the form of Exhibit H annexed heretorequired by the Agent (an "Assignment and Acceptance"), together with any Notes Note subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least seven (7) Banking Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2subsection 14.14, be released from its obligations under this Agreement arising after Agreement. The Company shall respond to any written request for the effective date approval of such an assignment with respect within seven (7) Banking Days of receipt thereof and the failure to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee respond shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REITbe deemed approval.
Appears in 1 contract
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it and it, the Revolving Credit Notes held by it, it and further including for purposes of this §18.1, participations its participating interest in the risk relating to any Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
that (a) each of the AgentAdministrative Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Swing Loan Lender and the Issuing Lender Borrower shall have each given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayedwithheld, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedAgreement, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) each assignment shall be in an amount that is not less than $5,000,000 or the remaining amount of its Commitment, if less, and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoEXHIBIT E hereto (an "ASSIGNMENT AND ACCEPTANCE"), together with any Revolving Credit Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at 105 -98- least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §18.2Section 19.3, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Credit Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Sources: Revolving Credit Agreement (Republic Technologies International Holdings LLC)
Conditions to Assignment by Lenders. Except as provided herein, each Lender Lenders may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it it, and the Notes held by it, and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
(a) the Agent, the Swing Loan Lender and the Issuing Lender Agent shall have each given its prior written consent to such assignment, which consent shall not unreasonably be unreasonably withheld or delayedwithheld, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedAgreement, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) each assignment shall be in an amount that is a whole multiple of $1,000,000, (d) BankBoston, N.A. shall retain, free of any assignment or participation an amount of the Commitment of not less than $10,000,000, (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) Revolving Credit Note Record, an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoF hereto as the same may be modified in a manner which does not have a material adverse affect on the obligations of the Borrower hereunder (an "Assignment and Acceptance"), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender the Lenders hereunder, and (ii) the assigning Lender the Lenders shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2ss. 18.4, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans Loan at the time owing to it it, and the Notes held by it, and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
that (a) the Agent, the Swing Loan Lender and the Issuing Lender Agent shall have each given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedAgreement, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) Agent may make partial or non-voting assignments in amounts it deems appropriate (d) each Lender which is a Lender on the date hereof shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000.00, and, as long as no Default exists, Agent shall retain, free of any such assignment, of not less than $I 5,000,000 provided that the Agent assign greater amounts of its Commitment with the approval of the Borrower which shall not be unreasonably withheld; and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoestablished by Administrative Agent (an "Assignment and Acceptance"), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, but in no event prior to recording (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 14.2.(c), be released from its further obligations under this Agreement arising after the effective date of such assignment with respect to the assigned interest assigned. Subject to the provisions of this Article 14, each Lender may at any time assign or pledge its Loan or Note to a Federal Reserve Bank, and a Lender which is a "fund" may at any time assign or pledge all or any portion of its interests, rights and obligations under this AgreementAgreement to secure such Lender's indebtedness, in each case without the prior written consent of the Borrower, provided that each such assignment shall be made in accordance with applicable law and shall be either to a Federal Reserve Bank or Eligible Assignee, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect no such assignmentassignment shall release a Lender from any of its obligations hereunder. In connection with each order to facilitate any such assignment, the assignee shall represent and warrant Borrower shall, at the request of the assigning Lender, duly execute a registered promissory note or notes evidencing the Lender Obligations made or extended to the AgentBorrower by the assigning Lender hereunder, provided that the assignment is otherwise in compliance with the terms hereof For avoidance of doubt, the assignor parties to this Agreement acknowledge that the provisions of this subsection concerning assignments do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REITterms hereof.
Appears in 1 contract
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Loan Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it), and further including for purposes upon satisfaction of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
the following conditions: (a) each of the Agent, the Swing Loan Lender Agent and the Issuing Lender Borrower shall have each given its prior written consent to such assignmentassignment (PROVIDED that, which in the case of the Borrower, such consent shall will not be unreasonably withheld or delayed, and shall not be required if such assignment is to an existing Lender, a Affiliate Default or Event of a Lender or an Approved Fund;
Default shall have occurred and be continuing); (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedLoan Agreement, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) each assignment shall be in an amount that is at least $10,000,000.00 and is a whole multiple of $250,000.00, (d) each Lender which is a Lender at the time of such assignment shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000.00, (e) the Agent, in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than $20,000,000.00, and (f) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoEXHIBIT 10.3.1 hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ix) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (iiy) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 10.3.3, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Loan Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Conditions to Assignment by Lenders. Except as provided herein, ---------- -- ---------- -- ------- each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and it, the Notes held by it, it and further including for purposes of this §18.1, participations its participating interest in the risk relating to any Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
(ai) except in the Agentcase of an assignment by a Lender to its affiliate, the Swing Loan Lender and the Issuing Lender Managing Agent shall have each given its prior written consent to such assignment, which such consent shall not to be unreasonably withheld or delayedwithheld, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment Agreement, (iii) each assignment shall be in the event an interest in the Revolving Credit Loans amount that is assigneda whole multiple of $5,000,000 (or an amount constituting all of such Lender's Commitment), or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
and (civ) the parties to such assignment shall execute and deliver to the Managing Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoI hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire and an interest assignment fee in the Loans of not less than the Dollar Equivalent amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived 2,500 payable by the assigning Lender to the Managing Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof; (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, upon payment to the Agent of the registration fee referred to extent provided in §18.2, such assignment and be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Sources: Multicurrency Revolving Credit Agreement (United States Filter Corp)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it), and further including for purposes upon satisfaction of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
the following conditions: (a) each of the Agent, the Swing Loan Lender Administrative Agent and the Issuing Lender Borrower shall have each given its prior written consent to such assignmentassignment (provided that, which in the case of the Borrower, such consent shall will not be unreasonably withheld withheld, conditioned or delayed, delayed and shall not be required if such assignment is to an existing Lendera Default or Event of Default shall have occurred and be continuing), a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedAgreement, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) other than when an Event of Default shall exist, each assignment shall be in an amount that is at least Ten Million and 00/100 Dollars ($10,000,000.00), (d) other than when an Event of Default shall exist, Administrative Agent shall retain, free of any such assignment, an amount of its Commitment of not less than Eighty-Two Million Five Hundred Thousand and 00/100 Dollars ($82,500,000.00), and (e) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoD hereto (an “Assignment and Acceptance”), together with delivery of any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ix) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (iiy) the assigning Lender shall, to the extent provided in such Assignment and Acceptance and upon payment to the Administrative Agent of the registration fee referred to in §18.2Section 11.15.3, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Sources: Term Loan Agreement (Hines Real Estate Investment Trust Inc)
Conditions to Assignment by Lenders. Except as provided herein, ----------------------------------- each Lender may assign to one or more Eligible Assignees Assignee all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and it, the Notes held by it, it and further including for purposes of this §18.1, participations its participating interest in the risk relating to any Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
that (a) the Agent, the Swing Loan Lender and the Issuing Lender i)the -------- Agent shall have each given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment Agreement, (iii) each assignment shall be in the event an interest in the Revolving Credit Loans amount that is assigned, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
a whole multiple of $5,000,000 and (civ) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoG hereto (an "Assignment and --------- Acceptance"), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, upon payment to the Agent of the registration fee referred to extent provided in §18.2, such assignment and be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Sources: Multicurrency Revolving Credit Agreement (United States Filter Corp)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment Commitment, and the same portion of the Loans at the time owing to it and it, the Notes held by it, and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
that (a) each of the AgentAgents and, unless a Default or an Event of Default shall have occurred and be continuing, the Swing Loan Lender and the Issuing Lender Borrower, shall have each given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayedwithheld, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedhereunder, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) each assignment shall be in an amount that is at least equal to $5,000,000, and (d) the parties to such assignment shall execute and deliver to the AgentAgents, for recording in the Register (as hereinafter defined) ), an assignment and acceptance agreement, in form and substance reasonably satisfactory to the Agents (an "Assignment and Acceptance Agreement in the form of Exhibit H annexed heretoAcceptance"), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent Agents of the registration fee referred to in §18.2Section 19.3, be released from its obligations under this Agreement arising after Credit Agreement. Notwithstanding the effective date foregoing, no consent shall be required hereunder for any assignment resulting from the acquisition of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other any Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REITby another financial institution.
Appears in 1 contract
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it), and further including for purposes upon satisfaction of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
the following conditions: (a) each of the Agent, the Swing Loan Lender Agent and the Issuing Lender Borrower shall have each given its prior written consent to such assignmentassignment (provided that, which in the case of the Borrower, such consent shall will not be unreasonably withheld or delayed, and but shall not be required if such assignment is to an existing Lender, a Affiliate Event of a Lender or an Approved Fund;
Default shall have occurred and be continuing); (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedAgreement, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) each assignment shall be in an amount that is at least $10,000,000 and is a whole multiple of $1,000,000, and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoE hereto (an “Assignment and Acceptance”), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 11.3.3, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Sources: Mortgage Warehousing Credit and Security Agreement (Ares Commercial Real Estate Corp)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any third party after the occurrence of an Event of Default and while same is continuing) all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it), and further including for purposes upon satisfaction of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
the following conditions: (a) each of the Agent, the Swing Loan Lender Administrative Agent and the Issuing Lender Borrowers shall have each given its prior written consent to such assignmentassignment (provided that, which in the case of the Borrowers, such consent shall will not be unreasonably withheld or delayed, and shall not be required if such assignment is to an existing LenderEvent of Default shall have occurred and be continuing), a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect Agreement, (c) prior to the Revolving Credit Commitment occurrence of an Event of Default, each assignment shall be in the event an interest in the Revolving Credit Loans amount that is assignedat least Ten Million Dollars ($10,000,000.00) and is a whole multiple of Two Million Dollars ($2,000,000.00), or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
and (cd) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined) Register, an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoAA hereto (an "ASSIGNMENT AND ACCEPTANCE"), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ix) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (iiy) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §18.2Section 13-13(c), be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or any lender while an Event of Default exists) all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it), and further including for purposes upon satisfaction of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
the following conditions: (a) the Agent, the Swing Loan Lender and the Issuing Lender Administrative Agent shall have each given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedAgreement, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) prior to the occurrence of an Event of Default and while same is continuing each assignment shall be in an amount that is at least Five Million Dollars ($5,000,000.00) and is a whole multiple of One Million Dollars ($1,000,000.00), (d) while an Event of Default does not exist each Lender which is a Lender at the time of such assignment shall retain, free of any such assignment, an amount of its Commitment of not less than Five Million Dollars ($5,000,000.00), (e) while an Event of Default does not exist the Administrative Agent, in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than Ten Million Dollars ($10,000,000.00), and (f) the parties to of such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoJ hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ix) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (iiy) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §18.2Section 15.15.3, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes Note held by it), and further including for purposes upon satisfaction of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
the following conditions: (a) the Agent, the Swing Loan Lender each of Administrative Agent and the Issuing Lender Borrower shall have each given its prior written consent to such assignmentassignment (provided that, which in the case of Borrower, such consent shall will not be unreasonably withheld or delayed, and shall not be required if such a Default or an Event of Default shall have occurred and be continuing or if an assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
Eligible Assignee); (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assigned, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
Agreement; (c) while an Event of Default is not existing, each assignment shall be in an amount that is at least Five Million Dollars ($5,000,000.00) and shall be a whole multiple of One Million Dollars ($1,000,000.00) and (d) the parties to any such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined) Register, an Assignment and Acceptance Agreement substantially in the form of Exhibit H annexed heretoD hereto (an “Assignment and Acceptance”), together with any Notes Note subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective ▇▇▇▇ shall be at least five (5) Business Days after the execution thereof, (ix) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender hereunder, and (iiy) the assigning Lender shall, to the extent provided in such Assignment and Acceptance and upon payment to the Administrative Agent of the registration fee referred to in §18.2Section 11.15.3, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment Commitment, and the same portion of the Loans at the time owing to it and it, the Notes held by it, and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
that (a) each of the AgentAgents and, unless a Default or an Event of Default shall have occurred and be continuing, the Swing Loan Lender and the Issuing Lender Borrower, shall have each given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayedwithheld, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedhereunder, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) each assignment shall be in an amount that is at least equal to $5,000,000, and (d) the parties to such assignment shall execute and deliver to the AgentAgents, for recording in the Register (as hereinafter defined) ), an assignment and acceptance agreement, in form and substance reasonably satisfactory to the Agents (an “Assignment and Acceptance Agreement in the form of Exhibit H annexed heretoAcceptance”), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent Agents of the registration fee referred to in §18.2Section 19.3, be released from its obligations under this Agreement arising after Credit Agreement. Notwithstanding the effective date foregoing, no consent shall be required hereunder for any assignment resulting from the acquisition of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other any Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REITby another financial institution.
Appears in 1 contract
Sources: Intercreditor and Lien Subordination Agreement (Whitehall Jewellers Inc)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Loan Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes portion of the Note held by it), and further including for purposes upon satisfaction of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
the following conditions: (a) each of the Agent, the Swing Loan Lender Administrative Agent and the Issuing Lender Borrower shall have each given its prior written consent to such assignmentassignment (provided that, which (1) in the case of the Borrower, such consent shall will not be unreasonably withheld or withheld, delayed, or conditioned and such consent shall not be required if a Default or Event of Default shall have occurred and be continuing and (2) in the case of the Administrative Agent, such assignment is to an existing Lenderconsent will not be unreasonably withheld, a Affiliate of a Lender delayed, or an Approved Fund;
conditioned); (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect Loan Agreement, (c) each assignment shall be in an amount that is at least $5,000,000.00 and is a whole multiple of $1,000,000.00, (d) each Lender which is a Lender at the time of such assignment shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000.00, (e) prior to the Revolving Credit occurrence of an Event of Default, the Administrative Agent, in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment in the event an interest in the Revolving Credit Loans is assignedof not less than $25,000,000.00, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
and (cf) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed hereto, together with any Notes subject to such assignment;
hereto (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 "Assignment and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignorAcceptance"), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, and written notice thereof to the Borrower, (ix) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (iiy) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §18.2Section 13.3.3, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Loan Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Loan Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it), and further including for purposes upon satisfaction of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
the following conditions: (a) each of the Agent, the Swing Loan Lender Agent and the Issuing Lender Borrower shall have each given its prior written consent to such assignmentassignment (provided that, which in the case of the Borrower, such consent shall will not be unreasonably withheld or delayed, and shall not be required if such assignment is to an existing Lender, a Affiliate Default or Event of a Lender or an Approved Fund;
Default shall have occurred and be continuing); (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedLoan Agreement, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) each assignment shall be in an amount that is at least $10,000,000.00 and is a whole multiple of $250,000.00, (d) each Lender which is a Lender at the time of such assignment shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000.00, (e) the Agent, in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than $20,000,000.00, and (f) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed hereto10.3.1 hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ix) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (iiy) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 10.3.3, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Loan Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Sources: Acquisition Loan Agreement (Charter Municipal Mortgage Acceptance Co)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Facility Percentage and Commitment and the same portion of the Loans at the time owing to it it, and the Notes held by it, and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
(a) the Agent, the Swing Loan Lender and the Issuing Lender Agent shall have each given its prior written consent to such assignment, which assignment except that such consent shall not be unreasonably withheld or delayed, and shall not be required if such assignment is needed with respect to an existing Lender, a Affiliate of assignment from a Lender or an Approved Fund;
to one of its Affiliated Lenders, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedAgreement, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) each assignment shall be in an amount of not less than $1,000,000 that is a whole multiple of $1,000,000, (d) each Lender shall either assign its entire Commitment or shall retain, free of any such assignment, an amount of its Commitment of not less $1,000,000 and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoD hereto (an "Assignment and Acceptance") , together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2ss.18.3, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it it, and the Notes held by it, and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
that (a) the Agent, the Swing Loan Lender and the Issuing Lender Agent shall have each given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedAgreement, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) each assignment shall be in an amount that is at least $10,000,000.00 and is a whole multiple of $1,000,000.00, (d) each Lender which is a Lender on the date hereof shall retain, free of any such assignment, an amount of its Commitment of not less than $10,000,000.00, provided, however, the Agent shall have a minimum hold of at least $20,000,000.00, (e) the parties to such assignment shall execute and deliver to the Agent, for recording Recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, in form and substance as established by the form of Exhibit H annexed heretoAgent (an "Assignment and Acceptance"), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long (f) as to assignments to Eligible Assignees that are not Lenders, and provided no Default or Event of Default exists hereunderexists, Parent then with the prior approval of the Borrower, which approval shall not be unreasonably withheld or delayed. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 18.3, be released from its further obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion extent of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REITinterest assigned.
Appears in 1 contract
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment Commitments, and the same portion of the Loans at the time owing to it and it, the Notes held by it, and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
that (a) each of the Agent, the Swing Loan Lender and the Issuing Lender Agents shall have each given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedhereunder, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) each assignment shall be in an amount that is at least equal to $5,000,000, and (d) the parties to such assignment shall execute and deliver to the AgentAgents, for recording in the Register (as hereinafter defined) ), an assignment and acceptance agreement, in form and substance reasonably satisfactory to the Agents (an “Assignment and Acceptance Agreement in the form of Exhibit H annexed heretoAcceptance”), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent Agents of the registration fee referred to in §18.2Section 19.3, be released from its obligations under this Agreement arising after Credit Agreement. Notwithstanding the effective date foregoing, no consent shall be required hereunder for any assignment resulting from the acquisition of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other any Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REITby another financial institution.
Appears in 1 contract
Sources: Subordination Agreement (Whitehall Jewelers Holdings, Inc.)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it), and further including for purposes upon satisfaction of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
the following conditions: (a) each of the Agent, the Swing Loan Lender Administrative Agent and the Issuing Lender Borrower shall have each given its prior written consent to such assignmentassignment (provided that, which in the case of the Borrower, such consent shall will not be unreasonably withheld or delayed, and shall not be required if such assignment is to an existing Lendera Default or Event of Default shall have occurred and be continuing), a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedAgreement, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) other than when an Event of Default shall exist, each assignment shall be in an amount that is at least Ten Million and 00/100 Dollars ($10,000,000.00), (d) other than when an Event of Default shall exist, Administrative Agent shall retain, free of any such assignment, an amount of its Commitment of not less than Thirty Million and 00/100 Dollars ($30,000,000.00), and (e) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoD hereto (an “Assignment and Acceptance”), together with delivery of any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ix) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (iiy) the assigning Lender shall, to the extent provided in such Assignment and Acceptance and upon payment to the Administrative Agent of the registration fee referred to in §18.2Section 11.15.3, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Sources: Term Loan Agreement (Hines Real Estate Investment Trust Inc)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes Note held by it), and further including for purposes upon satisfaction of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
the following conditions: (a) the Agent, the Swing Loan Lender each of Administrative Agent and the Issuing Lender Borrower shall have each given its prior written consent to such assignmentassignment (provided that, which in the case of Borrower, such consent shall will not be unreasonably withheld or delayed, and shall not be required if such a Default or an Event of Default shall have occurred and be continuing or if an assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
Eligible Assignee); (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assigned, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
Agreement; (c) while an Event of Default is not existing, each assignment shall be in an amount that is at least Five Million Dollars ($5,000,000.00) and shall be a whole multiple of One Million Dollars ($1,000,000.00) and (d) the parties to any such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined) Register, an Assignment and Acceptance Agreement substantially in the form of Exhibit H annexed heretoD hereto (an “Assignment and Acceptance”), together with any Notes Note subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ix) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, shall have the rights and obligations of a Lender hereunder, and (iiy) the assigning Lender shall, to the extent provided in such Assignment and Acceptance and upon payment to the Administrative Agent of the registration fee referred to in §18.2Section 11.15.3, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it), and further including for purposes upon satisfaction of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
the following conditions: (a) each of the Agent, the Swing Loan Lender Agent and the Issuing Lender Borrower shall have each given its prior written consent to such assignmentassignment (provided that, which in the case of the Borrower, such consent shall will not be unreasonably withheld or delayed, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
Default shall have occurred and be continuing); (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedAgreement, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) each assignment shall be in an amount that is at least $10,000,000.00 and is a whole multiple of $250,000.00, (d) each Lender which is a Lender at the time of such assignment shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000.00, (e) the Agent, in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than $20,000,000.00, and (f) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoEXHIBIT E hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ix) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (iiy) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 13.3.3, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Sources: Mortgage Warehousing Credit and Security Agreement (Chartermac)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more assignees (each, an "Eligible Assignees Assignee") all or a portion of its interests, rights and obligations under this Loan Agreement (including all or a portion of its Commitment Percentage and its Lender's Commitment and the same portion of the Loans at the time owing to it and the Notes held by it, and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
: (a) the Agent, the Swing Loan Lender and the Issuing Lender shall have each given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(b) -------- each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedLoan Agreement, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(cb) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoD hereto (an "Assignment and --------- Acceptance"), together with any Notes subject to such assignment;
(d) in . At no event time shall Administrative Agent or any assignment be Lender assign any of their respective rights to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans a competitor of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §18.2(S)17.3, be released from its obligations under this Loan Agreement arising and under the Intercreditor Agreement accruing after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Sources: Loan Agreement (Omnipoint Corp \De\)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and it, the Notes held by it, it and further including for purposes of this §18.1, participations its participating interest in the risk relating to any Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
that (a) the AgentAgent and, other than during an Event of Default, the Swing Loan Lender and the Issuing Lender Borrower each shall have each given its prior written consent the right to approve any Eligible Assignee (or such assignmentother financial institution), which consent approval, in the case of an Eligible Assignee, shall not be unreasonably withheld or delayed, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect subject to the Revolving Credit provisions of §2.7, each Lender shall have at all times an amount of its Commitment in of not less than $5,000,000 unless otherwise consented to by the event an interest in the Revolving Credit Loans is assigned, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
Agent and (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) ), an Assignment assignment and Acceptance Agreement assumption, substantially in the form of Exhibit H annexed heretoD hereto (an “Assignment and Assumption”), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAssumption, which effective date shall be at least two (2) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans), (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAssumption, have the rights and obligations of a Lender hereunderhereunder and thereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.220.3, be released from its obligations under this Agreement arising after the effective date of Agreement. Any such assignment with respect Assignment and Assumption shall run to the assigned portion benefit of its intereststhe Borrower and a copy of any such Assignment and Assumption shall be delivered by the Assignor to the Borrower. Notwithstanding the provisions of subclause (a) of the preceding paragraph, rights and obligations under this Agreementany Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (iiiy) the Agent may unilaterally amend Schedule 1.1 to reflect an Affiliate of such assignment. In connection with each assignmentLender, the assignee shall represent and warrant to provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT).
Appears in 1 contract
Sources: Revolving Credit Agreement (Hartman Commercial Properties Reit)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Facility Percentage and Commitment and the same portion of the Loans at the time owing to it it, and the Notes held by it, and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
that (a) the Agent, the Swing Loan Lender and the Issuing Lender Agent shall have each given its prior written consent to such assignment, which assignment except that such consent shall not be unreasonably withheld or delayed, and shall not be required if such assignment is needed with respect to an existing Lender, a Affiliate of assignment from a Lender or an Approved Fund;
to one of its Affiliated Lenders, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedAgreement, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) each assignment shall be in an amount of not less than $3,000,000 that is a whole multiple of $1,000,000, (d) each Lender shall either assign its entire Commitment or shall retain, free of any such assignment, an amount of its Commitment of not less $3,000,000 and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoD hereto (an “Assignment and Acceptance”) , together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.218.3, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Sources: Revolving Credit Agreement (Amerivest Properties Inc)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees commercial banks, other financial institutions or other Persons (an "ASSIGNEE"), all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it and it, the Revolving Credit Notes held by it, and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
PROVIDED that (a) each of the Administrative Agent, the Swing Loan Lender Issuing Bank and the Issuing Lender Fronting Bank and, unless a Default or Event of Default shall have each occurred and be continuing, the Borrowers shall have given its prior written consent to such assignment, which consent shall of the Borrowers will not be unreasonably withheld or delayedwithheld, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment Agreement, (c) each assignment (or, in the event case of assignments by a Lender to its Lender Affiliates, the aggregate holdings of such Lender and its Lender Affiliates after giving effect to such assignments), shall be in an interest amount that is a whole multiple of $5,000,000 or in an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall constitute the Revolving Credit Loans is assigned, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
aggregate holdings of such Lender) and (cd) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoEXHIBIT E hereto (an "ASSIGNMENT AND ACCEPTANCE"), together with any Revolving Credit Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (iy) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (iiz) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §18.2Section 14.3, be released from its obligations under this Credit Agreement. Notwithstanding anything in this Credit Agreement arising after or any of the effective other Loan Documents to the contrary, an Assignee shall be entitled to the benefit of Sections 4.3.2, 4.6 and 4.7; PROVIDED, that, in the case of subsection 4.3.2, such Assignee shall have complied with the requirements of subsection 4.3.3 in the same manner as if such Assignee were an initial Lender under this Credit Agreement and shall have provided the Administrative Agent, as applicable, and Hexcel, prior to the date of the assignment, two (2) properly completed and validly executed copies of each of the applicable IRS Forms ▇-▇▇▇▇, ▇-▇▇▇▇ and W-9 (or successor forms thereto) and PROVIDED, FURTHER, that no Assignee shall be entitled to receive any greater amount pursuant to any such subsection than the assignor Lender would have been entitled to receive in respect of the amount assigned by the assignor Lender to such Assignee had no such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignmentoccurred. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.-134-
Appears in 1 contract
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it, and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
(a) the Agent, the Swing Loan Lender and the Issuing Each Lender shall have each given the right to assign, transfer, sell, negotiate, pledge or otherwise hypothecate this Agreement and any of its rights and security hereunder and under the other Loan Documents to any other Eligible Assignee with the prior written consent to such assignmentof Agent and with the prior written consent of Borrower, which consent consents by Agent and Borrower shall not be unreasonably withheld withheld, conditioned or delayed, and delayed (provided that no consent of Borrower shall not be required if such assignment the Eligible Assignee is to an existing Lender, a Affiliate of also a Lender or an Approved Fund;
Affiliate thereof or if an Event of Default then exists) and no consent of Agent shall be required if the Eligible Assignee is also a Lender; provided, however, that (bi) the parties to each such assignment shall execute and deliver to Agent, for its approval and acceptance, an Assignment and Assumption Agreement in the form of Exhibit C attached hereto and made a part hereof (an “Assignment and Assumption Agreement”), (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect Agreement, (iii) if the potential assignee is not already a Lender hereunder, at least ten (10) days prior to the date of the assignment, the potential assignee shall deliver to Agent the fully completed Patriot Act and OFAC forms attached as Exhibit F attached hereto and made a part hereof and such other information as Agent shall require to successfully complete Agent’s Patriot Act Customer Identification Process and OFAC Review Process, (iv) unless Agent and, so long as no Event of Default exists, Borrower otherwise consent, the aggregate amount of the total Commitment of the assigning Lender being assigned pursuant to each such assignment shall in no event be less than $2,000,000 and no less than $1,000,000 under either the Revolving Credit Commitment in or the event an Term Commitment (or each of them, as applicable), (iv) Agent shall receive from the assigning Lender a processing fee of $3,500, (vi) if the assignment is less than the assigning Lender’s entire interest in the Loans, the assigning Lender (if a Revolving Credit Loans is assignedLender) must retain at least a $5,000,000 Revolving Commitment and (if a Term Loan Lender), or with respect to must retain at least a $1,000,000 interest in the Term Loan Loans, unless the assigning Lender assigns its entire interest under either the Revolving Commitment or the Term Loans, in which case, the assigning Lender must retain at least a $5,000,000 Revolving Commitment (if such Lender is assigning its entire interest in the event an Term Loans) or at least a $1,000,000 interest in the Term Loans (if such Lender is assigned;
(c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) an Assignment and Acceptance Agreement in the form of Exhibit H annexed hereto, together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignorassigning its entire Revolving Commitment), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance approval and recording of such acceptance, and upon the effective date specified in the applicable Assignment and Acceptance Assumption Agreement, (ia) the assignee Eligible Assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance Assumption Agreement, have the rights and obligations of a Lender hereunderhereunder and under the other Loan Documents, and Borrower hereby agrees that all of the rights and remedies of Lenders in connection with the interest so assigned shall be enforceable against Borrower by an Eligible Assignee with the same force and effect and to the same extent as the same would have been enforceable but for such assignment provided that no assignment shall increase the Borrower’s obligations under section 4.4 or section 4.9, (iib) the assigning Lender thereunder shall, upon payment to the Agent of extent that rights and obligations hereunder and under the registration fee referred other Loan Documents have been assigned by it pursuant to in §18.2such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights hereunder and obligations under this Agreementthereunder, and (iiic) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In For purposes of this paragraph, in connection with each assignmentany assignment or simultaneous, multiple assignments by any Lender which is a fund to one or more of its Related Funds: (1) compliance with the minimum amounts for assigned Commitments and Loans, and for retained Commitments and Loans (both in the aggregate and within any particular Class of Loans) as hereinabove provided shall be determined in the aggregate for such assigning fund and any of its Related Funds that are or are to become Lenders as part of any assignment transaction or simultaneous, multiple assignment transactions; (2) after giving effect to such assignment or assignments, no such assignor or assignee fund in connection with a partial assignment of the assigning fund’s Revolving Commitment shall hold a Revolving Commitment of less than $5,000,000, (3) after giving effect to such assignment or assignments, no such assignor or assignee fund in connection with a partial assignment of the assigning fund’s Term Commitment shall hold a Term Commitment of less than $1,000,000, and (4) only one processing fee shall be payable to Agent in connection with simultaneous, multiple assignment transactions.
(b) By executing and delivering an Assignment and Assumption Agreement, the assignee shall represent assigning Lender thereunder and warrant the Eligible Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) except as provided in such Assignment and Assumption Agreement, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or any other instrument or document furnished in connection therewith; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or any other Loan Party or the performance or observance by Borrower or any other Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished in connection therewith; (iii) such Eligible Assignee confirms that it has received a copy of this Agreement together with such financial statements, Loan Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Assignment and Assumption Agreement and to become a Lender hereunder; (iv) such Eligible Assignee will, independently and without reliance upon Agent, the assignor assigning Lender or any other Lender, and each based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Eligible Assignee appoints and authorizes Agent to take such action as Agent on its behalf and to exercise such powers under this Agreement and the other Lender Loan Documents as are delegated to whether Agent by the terms hereof and thereof, together with such assignee is controlling, controlled by, under common control powers as are reasonably incidental thereto; (vi) such Eligible Assignee agrees that it will perform in accordance with or is not otherwise free from influence or control by, their terms all of the Borrowers and REITobligations which by the terms of this Agreement are required to be performed by it as a Lender.
Appears in 1 contract
Sources: Revolving and Term Credit Agreement (Forestar Real Estate Group Inc.)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it it, and the Notes held by it, and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
(a) the Agent, the Swing Loan Lender and the Issuing Lender Agent shall have each given its prior written consent to such assignment, which assignment except that such consent shall not be unreasonably withheld or delayed, and shall not be required if such assignment is needed with respect to an existing Lender, a Affiliate of assignment from a Lender or an Approved Fund;
to one of its Affiliated Lenders, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedAgreement, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) each assignment shall be in an amount of not less than $5,000,000 that is a whole multiple of $1,000,000, (d) each Lender shall either assign its entire Commitment or shall retain, free of any such assignment, an amount of its Commitment of not less $5,000,000 and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoD hereto (an "Assignment and Acceptance") , together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2ss.18.3, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Sources: Revolving Credit Agreement (Amerivest Properties Inc)
Conditions to Assignment by Lenders. Except as provided ------------------------------------ herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of Percentage, the Loans at the time owing to it and it, the Notes held by it, it and further including for purposes of this §18.1, participations its participation interest in the risk relating to any Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
that (a) the AgentAdministrative Agent and, so long as no Event of Default has occurred and is continuing, the Swing Loan Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Lender and the Issuing Lender to an affiliate of such Lender) shall have each given its prior written consent to such assignment, which consent shall will not be unreasonably withheld or delayedwithheld, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment Agreement, (c) each such assignment shall be in a minimum amount of $5,000,000 (or, if less, such Lender's entire Commitment), except in the event case of an interest in the Revolving Credit Loans is assignedassignment to an existing Lender), or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
and (cd) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoE hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §18.2Section 17.3, be released from its obligations under this Credit Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 1.1(a) shall be deemed to be automatically amended to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to change in the Agent, the assignor Lenders and each other Lender as to whether Lender's Commitment and Commitment Percentage resulting from such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers Assignment and REITAcceptance.
Appears in 1 contract
Sources: Revolving Credit Agreement (United States Cellular Corp)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and it, the Notes held by it, it and further including for purposes of this §18.1, participations its participating interest in the risk relating to any Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
PROVIDED that (ai) each of the AgentFacility Agent and, except for the initial syndication of the commitments hereunder and so long as no Default or Event of Default shall have occurred and be continuing, the Swing Loan Lender and the Issuing Lender Borrower shall have each given its prior written consent to such assignment, which (each such consent shall not to be unreasonably withheld or delayedwithheld), and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect Credit Agreement, (iii) after giving effect to the Revolving Credit such assignment, each Lender will have a Commitment in the event an interest in the Revolving Credit Loans is assignedof not less than $7,500,000, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
and (civ) the parties to such assignment shall execute and deliver to the Facility Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoEXHIBIT F hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Facility Agent of the registration fee referred to in §18.2ss.20.3, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Credit Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Sources: Revolving Credit Agreement (Sassco Fashions LTD /De/)
Conditions to Assignment by Lenders. Except as otherwise provided herein, each Lender may assign to one or more Eligible Assignees Persons all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and pro rata share of the Term Loan Commitment and the same portion of the Term Loans at the time owing to it and the Term Loan Notes held by it, and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
that (a) the Agent, the Swing Loan Lender and the Issuing Lender shall have each given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations in respect of the Term Loans under this Agreement with respect to Credit Agreement, (c) each assignment shall be in an amount of no less than $1,000,000, or, if less, the Revolving Credit Commitment in entire remaining amount of the event an interest in the Revolving Credit Loans is assigned, or with respect to the Term Loan Commitment in the event an assigning Lender’s interest in the Term Loans is assigned;
Loans, and (cd) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoC hereto (an “Assignment and Acceptance”), together with any Term Loan Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, upon payment to the Agent of the registration fee referred to in §18.2, shall be released from its obligations under this Credit Agreement arising after the effective date of such assignment with respect to the extent of the interest assigned portion of its interests, rights pursuant to such Assignment and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REITAcceptance.
Appears in 1 contract
Sources: Credit Agreement (WorldSpace, Inc)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Loan Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it), upon satisfaction of the following conditions: (i) each of Agent and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
(a) the Agent, the Swing Loan Lender and the Issuing Lender Borrower shall have each given its prior written consent to such assignmentassignment (provided that, which in the case of Borrower, such consent shall will not be unreasonably withheld or delayed, and shall not be required if such assignment is to an existing Lender, a Affiliate Event of a Lender or an Approved Fund;
Default shall have occurred and be continuing); (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Loan Agreement, (iii) each assignment shall be in an amount that is at least $10,000,000.00 and is a whole multiple of $1,000,000.00, (iv) Agent, in its individual capacity as a Lender, shall retain, so long as an Event of Default has not occurred and is not continuing, free of any such assignment, an amount of its Commitment in the event an interest in the Revolving Credit Loans is assignedof not less than $10,000,000.00, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
and (cv) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoG hereto (an “Assignment and Acceptance”), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ix) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (iiy) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 23.3, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Loan Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Sources: Construction Loan Agreement (CNL Growth Properties, Inc.)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it, it and further including for purposes of this §18.1, participations its participation interest in Letters the risk relating to any Letter of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
that (a) the AgentAdministrative Agent and, so long as no Event of Default has occurred, the Swing Loan Lender and the Issuing Lender Borrowers shall have each given its their prior written consent to such assignment, which assignment (such consent shall not be unreasonably withheld or delayedwithheld), and other than assignments to Affiliates of the assigning Lender which shall not be required if require such assignment is to an existing Lenderconsent, a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedAgreement, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) each assignment shall be in an amount that is not less than $5,000,000 unless such assigning Lender is assigning its entire Commitment or unless the assignee is at the time of the assignment a Lender under this Credit Agreement, and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoC hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such Assignment recording, from and Acceptance Agreement, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder, (ii) the assigning Lender shall, upon payment to the Agent of the registration fee referred to in §18.2, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interestsspecified in each Assignment and Acceptance, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee which effective date shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.be at least five
Appears in 1 contract
Sources: Credit Agreement (Starter Corp)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and it, the Notes held by it, it and further including for purposes of this §18.1, participations its participating interest in the risk relating to any Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
PROVIDED that (a) each of the AgentAgent and, unless a Default or Event of Default shall have occurred and be continuing, the Swing Loan Lender and the Issuing Lender Borrower shall have each given its prior written consent to such assignment, which consent shall will not be unreasonably withheld or delayedwithheld, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Credit Agreement with respect to and shall be PRO RATA between the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assigned, or with respect to and the Term Loan Commitment in the event an interest in the Term Loans is assigned;
Loan, (c) each assignment shall be in an amount not less than $5,000,000 (or if less, such Lender's entire Commitment) and in multiples of $1,000,000 thereafter, and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit EXHIBIT H annexed heretohereto (an "ASSIGNMENT AND ACCEPTANCE"), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such Assignment and Acceptance and upon payment to the Agent of the registration fee referred to in §18.2SECTION 20.3 below, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Credit Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (CRC Evans International Inc)
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it, and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
that (a) the Agent, the Swing Loan Lender and the Issuing Lender Agent shall have each given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assigned, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) an Assignment and Acceptance Agreement in the form of Exhibit H E annexed hereto, together with any Notes subject to such assignment;
, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
Guarantor, and (e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon execution, delivery, acceptance and recording of such Assignment and Acceptance Agreement, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder, (ii) the assigning Lender shall, upon payment to the Agent of the registration fee referred to in §18.2, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers Borrower and REITthe Guarantors and whether such assignee is a Defaulting Lender or an Affiliate of a Defaulting Lender. In connection with any assignment of rights and obligations of any Defaulting Lender, 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 Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or actions, including funding, with the consent of the Borrower and the 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 payment liabilities then owed by such Defaulting Lender to the Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
Appears in 1 contract
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and it, the Notes held by it, it and further including for purposes of this §18.1, participations its participating interest in the risk relating to any Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
PROVIDED that (ai) each of the AgentAdministrative Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Swing Loan Lender and the Issuing Lender Borrowers shall have each given its prior written consent to such assignment, which consent shall consent, in the case of the Borrowers, will not be unreasonably withheld or delayed, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(bii) each such assignment shall be of a constantconstant PRO RATA percentage, and not a varyingvarying percentage, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to Credit Agreement, (iii) each assignment shall be in an amount that is a whole multiple of $5,000,000 or, if less, the Revolving Credit entire remaining Commitment in the event an interest in the Revolving Credit Loans is assigned, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
of such Lender and (civ) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoEXHIBIT G hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §18.2ss.20.3, be released from its itS obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Credit Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it it, and the Notes held by it, and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
(a) the Agent, the Swing Loan Lender and the Issuing Lender Agent shall have each given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayedwithheld, and except that such consent shall not be required if such assignment is needed with respect to an existing Lender, a Affiliate of assignment from a Lender or an Approved Fund;
to one of its Affiliated Lenders, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assignedAgreement, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) each assignment shall be in an amount of not less than $5,000,000 that is a whole multiple of $1,000,000, (d) each Lender shall either assign its entire Commitment or shall retain, free of any such assignment, an amount of its Commitment of not less $5,000,000 and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, substantially in the form of Exhibit H annexed heretoE hereto (an "Assignment and Acceptance") , together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2ss.18.3, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
Appears in 1 contract
Conditions to Assignment by Lenders. Except as provided herein, each ----------------------------------------- Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it it) and the Notes Note held by it, and further including for purposes of this §18.1, participations in Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
that (a) the Agent, the Swing Loan Lender and the Issuing Lender shall have each given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(bi) each such -------- assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitment Agreement, (ii) each assignment shall be in the event an interest amount that is at least $2,000,000 and a whole multiple of $100,000 in the Revolving Credit Loans is assigned, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
excess of such $2,000,000 and (ciii) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined) ), an Assignment and Acceptance Agreement Acceptance, in the form of Exhibit H annexed heretorequired by the Agent (an "Assignment and Acceptance"), together with any Notes Note subject to ------------------------- such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAcceptance, which effective date shall be at least seven (7) Banking Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAcceptance, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2subsection 14.14, be released from its obligations under this Agreement arising after Agreement. ---------------- The Company shall respond to any written request for the effective date approval of such an assignment with respect within seven (7) Banking Days of receipt thereof and the failure to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee respond shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REITbe deemed approval.
Appears in 1 contract
Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and it, the Notes held by it, the Competitive Bid Loan Accounts maintained by it and further including for purposes of this §18.1, participations its participating interest in the risk relating to any Letters of Credit, Swing Loans, and Alternative Currency Risk Participations); provided that:
PROVIDED that (a) the AgentAdministrative Agent and, unless an Event of Default shall have occurred and be continuing, the Swing Loan Lender and the Issuing Lender Borrower each shall have each given its prior written consent the right to such assignmentapprove any Eligible Assignee, which consent approval shall not be unreasonably withheld or delayed, and shall not be required if such assignment is to an existing Lender, a Affiliate of a Lender or an Approved Fund;
(b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement with respect as to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is such interests, rights and obligations under this Agreement so assigned, or with respect to the Term Loan Commitment in the event an interest in the Term Loans is assigned;
(c) each such assignment shall be in a minimum amount of $15,000,000 or an integral multiple of $1,000,000 in excess thereof, (d) unless the assigning Lender shall have assigned its entire Commitment, each Lender shall have at all times an amount of its Commitment of not less than $15,000,000 and (e) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined) ), an Assignment assignment and Acceptance Agreement assumption, substantially in the form of Exhibit H annexed heretoEXHIBIT F hereto (an "ASSIGNMENT AND ASSUMPTION"), together with any Notes subject to such assignment;
(d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any Borrower or REIT; and
(e) such assignee shall acquire an interest in the Loans of not less than the Dollar Equivalent of $5,000,000 and integral multiples of $1,000,000 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Parent Borrower. Upon such execution, delivery, acceptance and recording of such recording, from and after the effective date specified in each Assignment and Acceptance AgreementAssumption, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance AgreementAssumption, have the rights and obligations of a Lender hereunderhereunder and thereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §18.2Section 18.3, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrowers and REIT.
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