Agent/Lender Assignment Rights Clause Samples

Agent/Lender Assignment Rights. (a) Notwithstanding any provision contained in the Senior Loan Documents which would otherwise (a) limit, restrict or prohibit a sale, assignment, grant of participation interest in, or other transfer by Agent or any Lender of all, or any portion of, its right, title and interest in and to its Commitment to any other Eligible Assignee (in each instance, a “Transfer”), (b) require any Lender to remain as Agent and/or retain a minimum Commitment, and/or (c) require the consent of any other person, including, without limitation any Borrower, any Guarantor or any other Lender, as a condition precedent to the effectiveness of any such Transfer (clauses (a), (b) and (c) collectively, being referred to as the “Transfer Restrictions”), each Borrower and each Lender hereby acknowledge and agree that from and after the Effective Date, such Transfer Restrictions shall be of no force or effect, and that any Lender may sell, assign, grant participation interests in or otherwise transfer all or any portion of, its right, title and interest in and to its Commitment to any other Eligible Assignee upon satisfaction of the following conditions: (a) in connection with a sale which includes the sale of the entire Note (and not a portion thereof) as the only asset to be sold (and not commingled with the sale of any other notes held by Agent or any Lender in a pool, portfolio or otherwise) Agent or such Lender shall have given Borrower prior written notice of its intent to effectuate the Transfer of the entire Note; provided that notice to Borrower of such sale shall not be required if a Default or Event of Default shall have occurred and be continuing, (b) in the case of an assignment, Agent and such acquiring Eligible Assignee shall execute and deliver to the Agent, for recording in the Register, an Assignment and Acceptance in the form attached to the Senior Loan Agreement, together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, and (y) Agent as the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section...