Sales and Transfers. (a) Any Bank with the prior written consent of each of Borrower, Guarantor and the Agent, which, in each case, shall not be unreasonably withheld, and upon delivery of a $2,500 processing fee to the Agent may execute an assignment and acceptance substantially in the form of Exhibit E hereto, with appropriate insertions (herein individually called an "Assignment" and collectively called the "Assignments"), whereby such Bank (herein each, an "Assignor") shall assign, without recourse and without representation or warranty except as specifically set forth in said Assignment, to one or more commercial banks or other financial institutions (herein individually called an "Assignee" and collectively called the "Assignees") all or any part of the Assignor's rights and benefits, and delegate all or any part of the Assignor's obligations, under this Agreement, the Commitment, the Loans, and the Notes, provided, that, the Assignor may not make any such Assignment to any one Assignee for a Commitment of less than $5,000,000 (or the balance of the Assignor's Commitment, if less) nor may the Assignor make any Assignment if the effect of such Assignment would be for the Assignor to retain a Commitment of less than $5,000,000; provided further, that so long as any Event of Default shall have occurred and be continuing hereunder, Borrower's and Guarantor's consent to an Assignment shall not be required. (b) Upon execution, delivery and acceptance of each Assignment, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof, Borrower, Guarantor, the Agent, and each of the Banks agree that, to the extent of any such Assignment: (i) the Assignee, in addition to any rights, benefits and obligations hereunder held by it immediately prior to such effective date, shall have the rights, benefits and obligations of a Bank under this Agreement, the Assignor's Commitment, the Loans, and the Notes as it would have if it were a Bank hereunder to the extent that the same have been assigned and delegated to it pursuant to such Assignment; and (ii) the Assignor, to the extent that rights, benefits and obligations hereunder have been assigned and delegated by it pursuant to such Assignment, shall relinquish its rights and benefits and be released from its obligations under this Agreement (and, in the case of an Assignment covering all or the remaining portion of the Assignor's rights, benefits and obligations under this Agreement, the Assignor shall cease to be a Bank hereunder), except that in all cases the Assignor shall remain entitled to the rights and benefits arising under Sections 3.3 and 10.6, and shall remain liable with respect to any of its obligations arising under Article XI, with respect to any matters arising prior to the effective date of any such Assignment; provided, however, that the Agent and each Bank shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned and delegated to the Assignee until written notice of such Assignment, together with addresses and related information with respect to the Assignee, shall have been given to the Agent and each Bank by the Assignor and the Assignee. (c) Upon its receipt of an Assignment executed by the Assignor and an Assignee, together with the Note or Notes (if applicable) subject to such Assignment, the Agent shall, if such Assignment has been completed and is in substantially the form of Exhibit E hereto, accept such Assignment and forward a photostatic copy thereof to Borrower and Guarantor. Within 5 Business Days after its receipt of a photostatic copy of such Assignment, Borrower shall execute and deliver to the Agent, to be exchanged for the Note or Notes delivered to the Agent by the Assignor, a new Note or Notes payable to the order of the Assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and, if the Assignor has retained a Commitment hereunder, a new Note or Notes payable to the order of the Assignor in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment, shall be payable to the order of the Assignee and, if applicable, the Assignor, otherwise shall be in substantially the form of such surrendered Note or Notes, and shall constitute Note(s) under this Agreement. Such new Note or Notes shall be in replacement and substitution for, and not in payment of, the Notes delivered to the Agent by the Assignor. The Agent shall deliver such new Note or Notes to the payee or payees thereof and shall mark ▇▇▇ Note or Notes previously held by the Assignor as "replaced" and shall deliver the same to Borrower. (d) Within five Business Days after each Assignment has been accepted by the Agent in accordance with the terms hereof, Borrower and the Agent shall revise Exhibit A hereto to set forth (i) the Percentage of each Assignee and such Assignee's name and address and (ii) the Percentage, if any, retained by the Assignor, and the appropriate officer of Borrower and the Agent shall initial each such revision. (e) Notwithstanding the foregoing provisions of this Section 12.2, any Bank at any time may assign all or any portion of its rights under this Agreement and the other Loan Documents to a Federal Reserve Bank without complying with such provisions. No such assignment shall release the assigning Bank from its obligations hereunder or under the other Loan Documents.
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Sales and Transfers. (a) Any Bank with the prior written consent of each of Borrower, Guarantor and the Agent, which, in each case, shall not be unreasonably withheld, and upon delivery of a $2,500 processing fee Subject to the Agent provisions of this Section 12.1, any Bank may execute an assignment and acceptance, which assignment and acceptance shall be substantially in the form of Exhibit E hereto, with appropriate insertions I hereto (herein individually called an --------- "Assignment" and collectively called the "Assignments"), whereby such Bank ---------- ----------- (herein each, individually called an "Assignor" and collectively called the -------- "Assignors") shall assign, without recourse and without representation or --------- warranty except as specifically set forth in said Assignment, to one or more commercial banks or other financial institutions entities (herein individually called an "Assignee" and -------- collectively called the "Assignees") all or any part of the Assignor's rights --------- and benefits, and delegate all or any part of the Assignor's obligations, under this Agreement, the such Assignor's Revolving Credit and/or Term Loan Commitment, the Loans, Revolving Credit Loans and Term Loans and the Notes, provided, that, the Assignor may .
(b) Any Assignment pursuant to this Section 12.1 shall (i) be in an aggregate principal amount of not make any such Assignment to any one Assignee for a Commitment of less than $5,000,000 (or the balance of the Assignor's Commitment, if less) nor may the Assignor make any Assignment if the effect of such Assignment would be for the Assignor to retain a Commitment of less than $5,000,000; provided further(ii) be of a constant, and not a varying percentage of the Assignor's rights and obligations under the Loan Documents; (iii) require the prior written consent of the Borrowers, which consent shall not be unreasonably withheld (it being the understanding of the parties hereto that so long as any Event a refusal to consent to an Assignment to an entity which is a significant competitor of either Borrower shall not be considered unreasonable); provided, that, such consent shall not be required if a Default shall have occurred and then be continuing hereundercontinuing, Borrower's or such Assignee is a subsidiary or affiliate of such Assignor, or such Assignee is a subsidiary or affiliate of another Bank, or such Assignee is another Bank; (iv) require the prior written consent of the Agent and Guarantor's the Swing Line Lender, which consent to an Assignment shall not be requiredunreasonably withheld; provided, that, such consent shall not be required if such Assignee is another Bank; (v) be subject to the requirement that after giving effect to such Assignment, the Revolving Credit Commitment and Term Loan Commitment of such Assignor remaining is not less than $5,000,000 and (vi) be subject to the delivery to the Agent of an Assignment signed by the Assignor and the Assignee, along with an assignment fee in the sum of $3,500 for the account of the Agent.
(bc) Upon execution, delivery and acceptance of each AssignmentAssignment and the satisfaction of the conditions set forth in subclauses (a) and (b) above, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof, Borrower, Guarantorthe Borrowers, the Agent, and each of the Banks agree that, to the extent of any such Assignment:,
(i) the AssigneeAssignee shall, in addition to any rights, benefits and obligations hereunder held by it immediately prior to such effective date, shall have the rights, benefits and obligations of a Bank under this Agreement, the Assignor's Revolving Credit and/or Term Loan Commitment, the Revolving Credit Loans, the Term Loans and the Notes as it would have if it were a Bank hereunder to the extent that the same have been assigned and delegated to it pursuant to such Assignment; , and
(ii) the AssignorAssignor shall, to the extent that rights, benefits and obligations hereunder have been assigned and delegated by it pursuant to such Assignment, shall relinquish its rights and benefits and be released from its obligations under this Agreement (and, in the case of an Assignment covering all or the remaining portion of the Assignor's rights, benefits and obligations under this Agreement, the Assignor shall cease to be a Bank hereunder), except that in all cases the Assignor shall remain entitled to the rights and benefits arising under Sections 3.3 and Section 10.6, and shall remain liable with respect to any of its obligations arising under Article XI, with respect to any matters arising prior to the effective date of any such Assignment; provided, however, that the Agent Agent, the Borrowers and each Bank shall be entitled to continue to deal solely and directly with the Assignor assigning Bank in connection with the interests so assigned and delegated to the Assignee until written notice of such Assignment, together with addresses and related information with respect to the Assignee, shall have been given to the Agent Agent, the Borrowers and each Bank by the Assignor assigning Bank and the Assignee.
(c) Upon its receipt of an Assignment executed by the Assignor and an Assignee, together with the Note or Notes (if applicable) subject to such Assignment, the Agent shall, if such Assignment has been completed and is in substantially the form of Exhibit E hereto, accept such Assignment and forward a photostatic copy thereof to Borrower and Guarantor. Within 5 Business Days after its receipt of a photostatic copy of such Assignment, Borrower shall execute and deliver to the Agent, to be exchanged for the Note or Notes delivered to the Agent by the Assignor, a new Note or Notes payable to the order of the Assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and, if the Assignor has retained a Commitment hereunder, a new Note or Notes payable to the order of the Assignor in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment, shall be payable to the order of the Assignee and, if applicable, the Assignor, otherwise shall be in substantially the form of such surrendered Note or Notes, and shall constitute Note(s) under this Agreement. Such new Note or Notes shall be in replacement and substitution for, and not in payment of, the Notes delivered to the Agent by the Assignor. The Agent shall deliver such new Note or Notes to the payee or payees thereof and shall mark ▇▇▇ Note or Notes previously held by the Assignor as "replaced" and shall deliver the same to Borrower.
(d) Within five Business Days after each Assignment has been accepted by the Agent in accordance with the terms hereof, Borrower and the Agent shall revise Exhibit A hereto to set forth (i) the Percentage of each Assignee and such Assignee's name and address and (ii) the Percentage, if any, retained by the Assignor, and the appropriate officer of Borrower and the Agent shall initial each such revision.
(e) Notwithstanding the foregoing provisions of this Section 12.2, any Bank at any time may assign all or any portion of its rights under this Agreement and the other Loan Documents to a Federal Reserve Bank without complying with such provisions. No such assignment shall release the assigning Bank from its obligations hereunder or under the other Loan Documents.
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Sales and Transfers. (a) Any Bank with Subject to the provisions of this Section 12.1, any Lender, after 10 days' prior written notice to the Borrower and the Administrative Agent and subject to the prior written consent of each of Borrower, Guarantor and the Agent, which, in each case, Administrative Agent (which consent shall not be unreasonably withheld), and upon delivery of a $2,500 processing fee to the Agent may execute an assignment and acceptance substantially in the form of Exhibit E hereto, with appropriate insertions (herein individually called an "Assignment" and collectively called the "Assignments"), whereby such Bank Lender (herein each, an "Assignor") shall assign, without recourse and without representation or warranty except as specifically set forth in said Assignment, to one or more commercial banks or other financial institutions Eligible Assignees (herein individually called an "Assignee" and collectively called the "Assignees") all or any part of the Assignor's rights and benefits, and delegate all or any part of the Assignor's obligations, under this Agreement, the Commitment, the Loans, Loans and the Notes, ; provided, thathowever, that the of such Lender's Commitment proposed to be assigned is at least $5,000,000 or, if less than $5,000,000, the totality of such Lender's Commitment; and provided, further, that upon the occurrence and during the continuance of an Event of Default, none of the foregoing restrictions shall apply, except that while an Event of Default (other than an Event of Default that shall have required that the Administrative Agent shall have delivered a notice of the underlying default) shall be continuing but prior to acceleration, the applicable Lender shall give the Administrative Assignor may not make any such an Assignment to an Assignee unless the amount Agent five (5) business days' written notice by telecopy of its intention to assign any one Assignee for a Commitment or all of less than $5,000,000 (or the balance of the Assignor's Commitment, if less) nor may the Assignor make any Assignment if the effect of such Assignment would be for the Assignor to retain a Commitment of less than $5,000,000; provided further, that so long as any Event of Default shall have occurred and be continuing hereunder, Borrower's and Guarantor's consent to an Assignment shall not be requiredits interest in this Agreement.
(b) Upon execution, delivery and acceptance of each Assignment, from and after the effective date specified therein, which effective date shall be at least five Business Days after the execution thereof, Borrower, Guarantorthe Borrowers, the Administrative Agent, and each of the Banks Lenders agree that, to the extent of any such Assignment:,
(i) the Assignee, in addition to any rights, benefits and obligations hereunder held by it immediately prior to such effective date, shall have the rights, benefits and obligations of a Bank Lender under this Agreement, the Assignor's Commitment, the Loans, and the Notes as it would have if it were a Bank Lender hereunder to the extent that the same have been assigned and delegated to it pursuant to such Assignment; and
(ii) the Assignor, to the extent that rights, benefits and obligations hereunder have been assigned and delegated by it pursuant to such Assignment, shall relinquish its rights and benefits and be released from its obligations under this Agreement (and, in the case of an Assignment covering all or the remaining portion of the Assignor's rights, benefits and obligations under this Agreement, the Assignor shall cease to be a Bank Lender hereunder), except that in all cases the Assignor shall remain entitled to the rights and benefits arising under Sections 3.3 2.9, 2.12, 3.3, 7.12 and 10.6, 10.6 hereof and shall remain liable with respect to any of its obligations arising under Sections 2.9, 3.3 or 10.13 or Article XIXI hereof, in either case with respect to any matters arising prior to the effective date of any such Assignment; provided, however, that the Agent and each Bank shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned and delegated to the Assignee until written notice of such Assignment, together with addresses and related information (or with respect to the Assignee, shall have been given to the Agent and each Bank by the Assignor and the Assignee.
(c) Upon its receipt of an Assignment executed by the Assignor and an Assignee, together with the Note Sections 2.9 or Notes (if applicable) subject to such Assignment, the Agent shall, if such Assignment has been completed and is in substantially the form of Exhibit E hereto, accept such Assignment and forward a photostatic copy thereof to Borrower and Guarantor. Within 5 Business Days after its receipt of a photostatic copy of such Assignment, Borrower shall execute and deliver to the Agent, to be exchanged for the Note or Notes delivered to the Agent by the Assignor, a new Note or Notes payable to the order of the Assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and, if the Assignor has retained a Commitment hereunder, a new Note or Notes payable to the order of the Assignor in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment, shall be payable to the order of the Assignee and, if applicable, the Assignor, otherwise shall be in substantially the form of such surrendered Note or Notes, and shall constitute Note(s) under this Agreement. Such new Note or Notes shall be in replacement and substitution for, and not in payment of, the Notes delivered to the Agent by the Assignor. The Agent shall deliver such new Note or Notes to the payee or payees thereof and shall mark ▇▇▇ Note or Notes previously held by the Assignor as "replaced" and shall deliver the same to Borrower.
(d) Within five Business Days after each Assignment has been accepted by the Agent in accordance with the terms 3.3 hereof, Borrower and the Agent shall revise Exhibit A hereto to set forth (i) the Percentage of each Assignee and such Assignee's name and address and (ii) the Percentage, if any, retained by the Assignor, and the appropriate officer of Borrower and the Agent shall initial each such revision.
(e) Notwithstanding the foregoing provisions of this Section 12.2, any Bank at any time may assign all or any portion of its rights under this Agreement and the other Loan Documents to a Federal Reserve Bank without complying with such provisions. No such assignment shall release the assigning Bank from its obligations hereunder or under the other Loan Documents.payments made by
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Sources: Revolving Credit and Guaranty Agreement (Cornerstone Properties Inc)