Assignment and Participation. 73 19.1. Conditions to Assignment by Banks...................................................73 19.2. Certain Representations and Warranties; Limitations; Covenants......................74 19.3. Register............................................................................75 19.4. New Revolving Credit Notes.........................................................75 19.5. Participations......................................................................76 19.6. Disclosure..........................................................................76 19.7. Assignee or Participant Affiliated with the Borrower................................76 19.8.
Assignment and Participation. Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder to an Eligible Assignee; provided, that in the absence of an Event of Default, Lender shall not grant such a participation to an Eligible Assignee (other than an Affiliate of Lender) without Borrower’s consent, which consent shall not unreasonably be withheld or delayed. Lender may also assign all or any part of the Loan and Lender’s obligations in connection therewith to one or more Eligible Assignees; provided, that in the absence of an Event of Default, Lender shall not assign all or a portion of its Loan to an Eligible Assignee (other than an Affiliate of Lender) without Borrower’s consent, which consent shall not unreasonably be withheld or delayed. Lender shall notify Borrower in advance of the identity of any proposed Eligible Assignee. With respect to assignments (and not participations) of this Agreement or any of the rights hereunder, upon delivery to (and in the absence of an Event of Default, the consent of Borrower contemplated above, which consent shall not unreasonably be withheld or delayed) Borrower of an executed copy of the Eligible Assignee’s assignment and acceptance (a) each such Eligible Assignee shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Eligible Assignee, such Eligible Assignee shall have the rights and obligations of Lender hereunder and under the other Transaction Documents and other related documents (b) Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Transaction Documents (including, without limitation, the obligation to fund the Eligible Assignee’s share of the Loan) and other related documents. Within five Business Days after receipt of a copy of the executed assignment and acceptance document, Borrower shall execute and deliver to Lender a new promissory note, as applicable (for delivery to the relevant Eligible Assignee), in the form of Exhibit A hereto but substituting Eligible Assignee’s name and evidencing such Eligible Assignee’s assigned portion of the Loan and a replacement promissory note, as applicable, in the principal amount of the Loan retained by Lender (such promissory ...
Assignment and Participation. (a) Except as explicitly set forth in Sections 2.1 and 2.2, Borrower may not sell, assign or transfer any interest in the Loan Documents or any portion thereof (including Borrower’s rights, title, interests, remedies, powers and duties hereunder and thereunder).
Assignment and Participation. Each Lender shall have 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 of the Agent and with the prior written consent of Borrower, which consents by the Agent and the Borrower shall not be unreasonably withheld, conditioned or delayed (provided that, in the case of the Borrower, such consent shall not be required if a Default or Event of Default shall have occurred and be continuing and provided, further, such consent shall not be required from either the Agent or the Borrower in connection with any assignment as to which (a) the assignee is an existing Lender (other than a Defaulting Lender) or (b) an Affiliate or a Related Fund of the assigning Lender)); provided, however, that (i) the parties to each such assignment shall execute and deliver to Agent, for its approval and acceptance, an Assignment and Assumption in form and substance satisfactory to the Agent and substantially in the form set forth in Exhibit E attached hereto, (ii) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender’s rights and obligations under this Agreement, (iii) unless the Agent and, so long as no Event of Default exists, Borrower otherwise consent, the aggregate amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment shall in no event be less than One Million Dollars ($1,000,000.00), provided, however, that such minimum amount shall not apply if either (x) the assignee is an Affiliate or Related Fund of the Assigning Lender or (y) the Lender is assigning its entire remaining interest in the Loan, (iv) the Agent shall receive from the assigning Lender a processing fee of Three Thousand Five Hundred Dollars ($3,500.00), provided, however, that such fee shall not apply if the assignee is an Affiliate or Related Fund of the Assigning Lender, and (v) if the assignment is less than the assigning Lender’s entire interest in the Loan, the assigning Lender must retain at least a One Million Dollar ($1,000,000.00) interest in the Loan, provided that such minimum shall not apply if the assignee is an Affiliate or Related Fund of the assigning Lender. The Agent may designate any Eligible Assignee accepting an assignment of a specified portion of the Loan to be a Co-Agent, an “Arranger” or similar title, but such desig...
Assignment and Participation. No Lender shall be permitted to assign or sell all or any portion of its rights and obligations under this Agreement to Borrower or any Affiliate of Borrower.
Assignment and Participation. 100 22.1. Conditions to Assignment by Lenders.................................................100 22.2. Accession...........................................................................101 22.3. Certain Representations and Warranties; Limitations; Covenants......................102 22.4. Register............................................................................103 22.5. New Notes...........................................................................103 22.6. Participations......................................................................104 22.7. Disclosure..........................................................................104 22.8. Assignee or Participant Affiliated with the Borrowers...............................104 22.9.
Assignment and Participation. This Agreement and the Credit Documents shall bind and inure to the benefit of the Borrower and their respective successors and assigns and the Agent and the Banks and their respective successors and assigns. The Borrower may not assign its rights or delegate its duties under this Agreement or any Credit Document.
Assignment and Participation. 68 Section 18.
Assignment and Participation. 60- Section 18.1. Conditions to Assignment by Banks. . . . . . . . -60- Section 18.2. Register . . . . . . . . . . . . . . . . . . . . -61- Section 18.3. New Notes. . . . . . . . . . . . . . . . . . . . -61- Section 18.4. Participations . . . . . . . . . . . . . . . . . -62- Section 18.5. Pledge by Bank . . . . . . . . . . . . . . . . . -62- Section 18.6. No Assignment by Borrowers . . . . . . . . . . . -62- Section 18.7. Disclosure . . . . . . . . . . . . . . . . . . . -62-
Assignment and Participation. 52 8.1 Assignments and Participations in Loans and Notes..............................................52 8.2 Agent..........................................................................................53 8.3 Amendments, Consents and Waivers for Certain Actions...........................................57 8.4 Set Off and Sharing of Payments................................................................57 8.5
