Assignment of Loan Claims Sample Clauses

Assignment of Loan Claims. 1. Unless otherwise specified in this Agreement, a Lender may assign its Loan Claims to any third party only if the Borrower, the Guarantor and the Agent give their prior consent in writing (provided, however, that such prior consent shall not be required for the Assignment for Syndication Purpose; provided further, however, that the Borrower, the Guarantor and the Agent may not unreasonably withhold their consent when they are requested by any Lender for the consent to the assignment of its status as a party hereto and its rights and obligations hereunder) and all requirements described in the items below are fulfilled; (1) in cases where any assignment of the Loan Claims is made, the Assignee (in case of partial assignment, both the Assignor and the Assignee) will become a Lender hereunder and each provision of this Agreement shall be applicable to such Lender on and after the date of the assignment; (2) the Assignee is a Qualified Institutional Investor and legally allowed to perform its rights and obligations under this Agreement; (3) the Assignee is not Anti-Social Forces or ASF Related Parties; (4) if the assignment is made in divided portions of the Loan Claims, the value of each Loan Claims after such division is not less than JPY 100,000,000; and (5) no withholding tax or other taxes arise from the assignment, and there will be no increase in the amount of the Borrower's interest expense payable to the Assignee. 2. The Assignor and the Assignee shall perfect the assignment of the Loan Claims against third parties and the obligor on the date of the assignment (provided, however, that if such perfection on the date of the assignment is impossible, as soon as practicably possible). In this case, the Assignor and the Assignee shall, under their joint name, immediately inform the Agent and the Borrower of the assignment of the Loan Claims. The Borrower shall, if such assignment satisfies all of the requirements specified in Clause 27.1, prepare and submit to the Assignor a consent letter bearing a certified date (kakutei hizuke) showing its consent to the assignment of the Loan Claims and its associated transfer of the status as a party and the rights and obligations hereunder without delay after the notice from the Assignor and the Assignee. 3. The Assignee shall succeed to the status under this Agreement relevant to the Loan Claims assigned by the Assignor and be bound by this Agreement. 4. The Borrower and the Lenders other than the Assignor acknowl...
Sample 1
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Assignment of Loan Claims. (1) Unless otherwise provided for in this Agreement, a Lender may, after the Commitment Period expires, assign its loan claims subject to the satisfaction of all requirements set out in each item below (an assignment of loan claim during the Commitment Period of a Lender shall be in accordance with the provisions of the preceding section). The Assignor and the Assignee shall, immediately after the date of the assignment, perfect the assignment against third persons and obligors. In this case, the Assignor and the Assignee, under their joint names, and the Borrower individually, shall notify the Facility Agent of the fact that such assignment was made, and in the case that the Agent incurs any Damages, etc. in relation to the perfection, the Assignor and the Assignee shall bear them. In the case of an assignment of loan claims pursuant to this paragraph, all rights relating to the assigned loan claims among the rights of the Assignor under this Agreement shall transfer to the Assignee, and all of the obligations relating to the assigned loan claims among the obligations of the Assignor under this Agreement shall be assumed by the Assignee. The Borrowers consent in advance to the transfer or assignment of rights to, and assumption of obligations by, the Assignee. Also, the Borrowers consent in advance to the transfer or assignment of such loan claims, the assumption by the Assignee of the guarantee under this Agreement and changes in guaranteed obligations and the Borrowers shall take all the measures required associated with the assumption of the guarantee under this Agreement (including but not limited to perfection procedures). The Assignee shall be treated as the Lender in connection with the application of the provisions of this Agreement in relation to such loan claims. (i) The Assignee shall be bound by the provisions relating to the loan claims of this Agreement in relation to the loan claims assigned to the Assignee (the Assignee shall not bear any Lending Obligations). (ii) The Assignee is a corporation which is a resident of Japan and is able to perform its obligations under this Agreement. (iii) The loan claims of the relevant Individual Loan shall be assigned in whole. (iv) No withholding tax or other taxes arise from the assignment, and there will be no increase of the interest to be paid by the Borrowers to the Assignee. (v) The person who succeeds to the status of Tranche B Lender shall have its principal office or branch or business offices ...
Sample 1
Assignment of Loan Claims. (1) Unless otherwise specified in this Agreement, if all of the following requirements are satisfied, the Lender may assign a Loan Claim (which means a loan claim which constitutes an Individual Loan). The assignor and assignee shall perfect the assignment against third parties and obligors immediately on or after the assignment date; provided, however, that if assignment of a Loan Claim is made pursuant to this paragraph, all rights of the assignor under this Agreement that relate to the Loan Claim to be assigned shall be transferred to the assignee, and the assignee shall bear all obligations of the assignor under this Agreement that relate to the Loan Claim to be assigned. the Borrower shall not unreasonably refuse its consent with respect to such transfer of rights by the assignee or assumption of obligations by the assignee. In such case, the assignee shall be treated as the Lender in the application of the provisions of this Agreement with respect to such loan claims. (i) The assignee to which the Loan Claim in assigned will be bound by the provisions of this Agreement relating to the Loan Claim (the assignee shall not assume the Lending Obligation). (ii) The assignee is a corporation that is a resident in Japan (a corporation with its headquarter, branches or offices of business in Japan which are registered in accordance with the laws of Japan), and is permitted under Laws and Regulations to exercise rights and perform obligations as the Lender under this Agreement. (iii) If the relevant assignment is to be made by dividing the Loan Claim, both of the quotients created by such division are no less than 100,000,000 yen or 1,000,000 dollars.
Sample 1
Assignment of Loan Claims. 1. Unless otherwise set forth in this Agreement, a Lender may assign all or part of its Loan Claims to a third party, provided that Borrower and Guarantors have given prior written consent (if an event of acceleration has occurred and is ongoing, such consent is not required; Borrower and Guarantors shall not unreasonably withhold such consent) and that all the requirements set forth in the items below are fulfilled. (1) With respect to the Loan Claims to which the Assignee has succeeded, the Assignee shall be bound upon by each provision of this Agreement related to the Loan Claims (the Assignee shall not bear any Lending Obligation); (2) The Assignee shall be a corporation domiciled in Japan (with headquarters or offices in Japan registered pursuant to the laws of Japan) and a financial institution (such as a bank, insurance company, or institutional investor), or a special purpose company established for liquidation of assets
Sample 1

Related to Assignment of Loan Claims

  • Amendment of Loan Agreement The Loan Agreement is hereby modified and amended as follows:

  • Reaffirmation of Loan Documents and Liens Except as amended and modified hereby, any and all of the terms and provisions of the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby in all respects ratified and confirmed by each Credit Party. Each Credit Party hereby agrees that the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of any Credit Party under the Credit Agreement and the other Loan Documents or the Liens securing the payment and performance thereof.

  • Reaffirmation of Loan Documents Any and all of the terms and provisions of the Credit Agreement and the Loan Documents shall, except as amended and modified hereby, remain in full force and effect. This Amendment shall not limit or impair any Liens securing the Obligations, each of which are hereby ratified, affirmed and extended to secure the Obligations as it may be increased pursuant hereto. This Amendment constitutes a Loan Document.

  • Modification of Loan Documents At any time or from time to time and any number of times, without notice to Guarantor and without affecting the liability of Guarantor, all of the following will apply: (a) Lender may extend the time for payment of the principal of or interest on the Indebtedness or renew the Indebtedness in whole or in part. (b) Lender may extend the time for Borrower’s performance of or compliance with any covenant or agreement contained in the Note, the Loan Agreement or any other Loan Document, whether presently existing or entered into after the date of this Guaranty, or waive such performance or compliance. (c) Lender may accelerate the Maturity Date of the Indebtedness as provided in the Note, the Loan Agreement, or any other Loan Document. (d) Lender and Borrower may modify or amend the Note, the Loan Agreement, or any other Loan Document in any respect, including an increase in the principal amount. (e) Lender may modify, exchange, surrender or otherwise deal with any security for the Indebtedness or accept additional security that is pledged or mortgaged for the Indebtedness.

  • of the Loan Agreement Section 14.1.1(c)(iii) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

  • Revocation of Loan Documents Any Loan Party shall (or shall attempt to) disavow, revoke or terminate any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of any Loan Document or any Loan Document shall cease to be in full force and effect (except as a result of the express terms thereof).

  • Evidence of Debt; Repayment of Loans (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the principal amount of each Loan of such Lender as provided in Section 2.11. (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. (c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type thereof and, if applicable, the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower or any Subsidiary Guarantor and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to paragraphs (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with their terms. (e) Any Lender may request that Loans made by it hereunder be evidenced by a promissory note. In such event, the Borrower shall execute and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in a form and substance reasonably acceptable to the Administrative Agent and the Borrower. Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive such a promissory note, the interests represented by such note shall at all times (including after any assignment of all or part of such interests pursuant to Section 9.04) be represented by one or more promissory notes payable to the payee named therein or its registered assigns.

  • Loan Document Pursuant to Existing Credit Agreement This Amendment is a Loan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with all of the terms and provisions of the Existing Credit Agreement, as amended hereby, including Article IX thereof.

  • Amendment or Assignment of Agreement Any amendment to this Agreement shall be in writing signed by the parties hereto; PROVIDED, that no such amendment shall be effective unless authorized (i) by resolution of the Trustees of the Trust, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, and (ii) by vote of a majority of the outstanding voting securities of the Fund affected by such amendment as required by applicable law. This Agreement shall terminate automatically and immediately in the event of its assignment.

  • RATIFICATION OF LOAN DOCUMENTS Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all security or other collateral granted to the Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations.

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