MMM » Topics » 11.11 Assignments and Participations.

This excerpt taken from the MMM 8-K filed May 3, 2007.

11.11      Assignments and Participations.

(a)                                  Participations. Any Bank may, at its option, sell one or more participations in that Bank’s Advances; provided, however, (i) no such participation shall relieve any Bank of its obligations under this Agreement and the other Loan Documents, including, without limitation, its obligation to make Advances hereunder on the terms and subject to the conditions set forth herein, (ii) the Borrower, the Agent and the other Banks shall continue to deal solely and directly with such Bank granting any such participation in connection with such Bank’s rights and obligations under this Agreement and the other Loan Documents, and (iii) no such participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement or the other Loan Documents, or to consent to any departure by the Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Advances in which such participant has such participation, or any fees or other amounts payable hereunder if such participant participates therein, or would postpone any date fixed for any payment of principal of, or interest on, the Advances in which such participant has such participation, or any fees or other amounts payable hereunder if such participant participates therein.  Except as set forth in (iii) above, no holder of any such participation shall be entitled to require the Bank granting such participation to take or omit to take any action hereunder.

(b)                                 Assignments.

(i)                                     Generally.  Subject to the limitations set forth in subsection (ii) below, any Bank may, at its option, assign to another Person all or a part of its Commitment, Advances and other rights and obligations under this Agreement, but only pursuant to an Assignment Certificate.  From and after the effective date of any such assignment, the assignee thereunder shall, to the extent that rights and obligations hereunder have been assigned to it pursuant to such assignment, have the rights and obligations so assigned to it, and the assigning Bank shall, to the extent that rights and obligations have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement.  Any Bank making an assignment under this Section shall pay the Agent a transfer fee in the amount of $3,500 concurrent with such assignment.  Within five Business Days after any request of the Agent following such assignment, the Borrower will, at its own expense, execute and deliver to the Agent  (for delivery to the assignee) a new replacement Note payable to the order of such assignee in an amount corresponding to the interest in the assigning Bank’s rights and obligations under this Agreement acquired by such assignee pursuant to such assignment and, to

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the extent that the assigning Bank has retained rights and obligations under this Agreement, the Borrower will, at its own expense, execute and deliver to the Agent (for delivery to the assigning Bank) a new replacement Note payable to the order of the assigning Bank in an amount corresponding to the interest in the assigning Bank’s rights and obligations under this Agreement retained by such assigning Bank pursuant to such assignment.  Such new replacement Notes shall be dated the effective date of such assignment and shall otherwise be in the form of the Note to be replaced thereby.  Such new replacement Notes shall be issued in substitution for, but not in satisfaction or payment of, the Note being replaced thereby.

(ii)                                  Limitations.  Notwithstanding paragraph (i):

(A)                              Any assignment under paragraph (i) may be made only with the prior written consent of the Agent and the Borrower, which consent shall not be unreasonably withheld.

(B)                                Unless the Agent and the Borrower otherwise consent in writing, which consent shall not be unreasonably withheld, no assignment may be made to any Person that is not an Eligible Assignee.

(C)                                Unless the Agent and the Borrower otherwise consent in writing, which consent shall not be unreasonably withheld, the aggregate Credit Exposure assigned by any Bank shall not exceed 60% of its original Commitment hereunder, as such Commitment may have been reduced from time to time pursuant to Section 6.4.

(D)                               Unless the Agent and the Borrower otherwise consent in writing, which consent shall not be unreasonably withheld, any assignment of a part of a Bank’s Commitment, Advances and other rights and obligations must be in a minimum amount of $10,000,000.

No consent of the Borrower that would otherwise be required under this subsection (ii) shall be required during any period in which an Event of Default exists.  No consent of the Agent or the Borrower that would otherwise be required under this subsection (ii) shall be required in connection with an assignment by any Bank to any Affiliate of that Bank.

(c)                                  Information.  The Borrower authorizes the Agent and each Bank to disclose to its affiliates and any participant or assignee and any prospective participant or assignee any and all financial and other information in the possession of the Agent or that Bank concerning the Borrower.

(d)                                 Assignment to Federal Reserve Bank.  Nothing herein shall prohibit any Bank from pledging or assigning any Note to any Federal Reserve Bank in accordance with applicable law.

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"11.11 Assignments and Participations." elsewhere:

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