Assignment to Ex-Im Bank Sample Clauses

Assignment to Ex-Im Bank. (a) Upon making a demand on Ex-Im Bank pursuant to Section 8.02 with respect to any Note(s) issued under a particular Credit, the Lender and the relevant Noteholder(s) shall each submit to Ex-Im Bank an assignment in the form of Annex E to this Agreement of all of their respective rights, title and interest in and to: (i) all outstanding Notes issued in connection with such Credit that are covered by the relevant demand, each endorsed by the relevant Noteholder to the order of Ex-Im Bank without recourse to such Noteholder (which Notes shall not be stamped, marked or amended in a manner prohibited by Section 9.03 or canceled, destroyed, perforated or mutilated); (ii) the Credit Agreement; (iii) any Security granted in connection with such Credit and/or all Notes issued in connection with such Credit; and (iv) any other instrument or agreement executed by the Borrower or any Guarantor regarding obligations of the Borrower or any Guarantor covered by the Guarantee. (b) For the purposes of this Agreement, “Security” shall mean any security granted in connection with a Credit and/or Notes to secure amounts related to such Credit and/or the outstanding Notes issued in connection with such Credit that are covered by the Guarantee. “Security” for a particular Credit shall not include:
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Assignment to Ex-Im Bank. (a) Upon making a demand on Ex-Im Bank pursuant to Section 8.02 with respect to any Approved Credit and related Debt Documents, the Lender and the relevant Debt Holder(s) shall each submit to Ex-Im Bank an assignment in the form of Annex D of all of their respective rights, title and interest in and to (i) all outstanding Debt Documents issued in connection with such Approved Credit that are covered by the relevant demand, each endorsed by the relevant Debt Holder to the order of Ex-Im Bank without recourse to such Debt Holder (which Debt Documents shall not be stamped, marked or amended in a manner prohibited by Section 9.03 or canceled, destroyed, perforated or mutilated), (ii) any Security granted in connection with such Approved Credit and/or all Debt Documents issued in connection with such Approved Credit, (iii) any other instrument or agreement executed by the Borrower or any Guarantor regarding obligations of the Borrower or any Guarantor covered by the Guarantee (each, an “Other Instrument”), and (iv) any Local Currency Deposit or Timely Currency Application. (b) For the purposes of this Agreement, “Security” shall mean any security granted in connection with an Approved Credit and/or Debt Documents to secure amounts related to such Approved Credit and/or the outstanding Debt Documents issued in connection with such Approved Credit that are covered by the Guarantee. Security for a particular Approved Credit shall not include: (i) any security obtained by the Lender and/or the relevant Debt Holders with respect to amounts related to such Approved Credit and/or the Debt Documents issued in connection with such Approved Credit but not covered by the relevant Guarantee; (ii) any general security arrangement obtained by or conveyed to the Lender and/or the relevant Debt Holders that is not obtained or conveyed in connection with such Approved Credit and/or such Debt Documents but may be applicable to such Approved Credit and/or such Debt Documents; or (iii) any other form of security or credit support obtained by or conveyed to the Lender and/or the relevant Debt Holders that is not obtained or conveyed in connection with or is otherwise unrelated to such Approved Credit and/or such Debt Document. In furtherance of the terms of this Agreement, the Lender shall comply with the terms of Section 7.1 of the Delegated Authority Lender Agreement in respect of any Security obtained in connection with an Approved Credit and/or Debt Documents.
Sample 1
Assignment to Ex-Im Bank. (a) Upon making a demand on Ex-Im Bank pursuant to Section 8.02 with respect to any Note(s) issued under a particular Credit, (other than a demand with respect to unpaid interest due prior to the first Repayment Date) the Lender shall submit (on behalf of all Noteholders) to Ex-Im Bank an assignment in the form of Annex E of all of the Lender’s and Noteholders’ respective rights, title and interest in and to: (i) the unpaid amounts of principal, interest and/or post-maturity, ordinary interest related to installments due under the relevant Note for which demand has been made upon Ex-Im Bank; (ii) an interest in the Credit Agreement and all outstanding Notes issued in connection with such Credit that are covered by the relevant demand, in each case, solely to the extent related to the relevant Political Risk Guarantee; (iii) if such failure to pay is the result of Transfer Risk and the Borrower is a Non- Bank Obligor, the Local Currency Deposit; and (iv) any Security and any other instruments or agreements granted or executed by the Borrower or any Guarantors with respect to such unpaid amounts. (b) With respect to any demand based upon a failure by the Borrower to pay interest due prior to the first Repayment Date, the Lender shall assign (on behalf of all Noteholders and itself) in writing (in the form of Annex E) all of the Lender’s and Noteholders’ respective rights with respect to unpaid interest and the interest accrued thereon. (c) Upon receipt of written notice from Ex-Im Bank that it has elected a Full Assignment, the Lender (on behalf of all Noteholders and itself) shall submit to Ex-Im Bank an assignment (in the form of Annex E) of all their respective rights, title and interest in and to (i) the relevant Credit Agreement and all outstanding Notes issued in connection with the relevant Credit that are covered by any demand for payment on Ex-Im Bank, each endorsed by the Lender to the order of Ex-Im Bank without recourse to the Lender (which Notes shall not be stapled, marked or amended in a manner prohibited by Section 9.03 ) and (ii) any Security granted in connection with such Credit and/or the Notes issued under such Credit.
Sample 1
Assignment to Ex-Im Bank. The Borrower acknowledges and agrees that Lender may be required to assign, and hereby authorizes Lender to so assign, certain rights and responsibilities of Lender under this Agreement and certain of the Security Documents to Ex-Im Bank, or rights thereunder, as applicable, including with respect to the collection of the Obligations and enforcement thereof, in order to comply with and obtain the benefits of the Master Guarantee Agreement and the documents and agreements related thereto. The Borrower agrees to take any and all steps reasonably requested by the Lender (including without limitation executing documents reasonably presented by Lender) to effectuate or facilitate such assignment. In the event of any conflict between the terms of this Agreement and the Borrower Agreement, the provisions most favorable to Lender and Ex-Im Bank shall control.
Sample 1

Related to Assignment to Ex-Im Bank

  • Assignment, Etc The Holder may assign or transfer this Note to any transferee at its sole discretion. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.

  • Assignment to Owners Interconnection Customer may assign the Interconnection Service Agreement without the Interconnected Transmission Owner’s or Transmission Provider’s prior consent to any Affiliate or person that purchases or otherwise acquires, directly or indirectly, all or substantially all of the Customer Facility and the Customer Interconnection Facilities, provided that prior to the effective date of any such assignment, the assignee shall demonstrate that, as of the effective date of the assignment, the assignee has the technical and operational competence to comply with the requirements of this Interconnection Service Agreement and assumes in a writing provided to the Interconnected Transmission Owner and Transmission Provider all rights, duties, and obligations of Interconnection Customer arising under this Interconnection Service Agreement. However, any assignment described herein shall not relieve or discharge the Interconnection Customer from any of its obligations hereunder absent the written consent of the Transmission Provider, such consent not to be unreasonably withheld, conditioned or delayed.

  • Assignment to Lenders Interconnection Customer may, without the consent of the Transmission Provider or the Interconnected Transmission Owner, assign the Interconnection Service Agreement to any Project Finance Entity(ies), provided that such assignment does not alter or diminish Interconnection Customer’s duties and obligations under this Interconnection Service Agreement. If Interconnection Customer provides the Interconnected Transmission Owner with notice of an assignment to any Project Finance Entity(ies) and identifies such Project Finance Entities as contacts for notice purposes pursuant to Section 21 of this Appendix 2, the Transmission Provider or Interconnected Transmission Owner shall provide notice and reasonable opportunity for such entity(ies) to cure any Breach under this Interconnection Service Agreement in accordance with this Interconnection Service Agreement. Transmission Provider or Interconnected Transmission Owner shall, if requested by such lenders, provide such customary and reasonable documents, including consents to assignment, as may be reasonably requested with respect to the assignment and status of the Interconnection Service Agreement, provided that such documents do not alter or diminish the rights of the Transmission Provider or Interconnected Transmission Owner under this Interconnection Service Agreement, except with respect to providing notice of Breach to a Project Finance Entity. Upon presentation of the Transmission Provider and/or the Interconnected Transmission Owner’s invoice therefor, Interconnection Customer shall pay the Transmission Provider and/or the Interconnected Transmission Owner’s reasonable documented cost of providing such documents and certificates. Any assignment described herein shall not relieve or discharge the Interconnection Customer from any of its obligations hereunder absent the written consent of the Interconnected Transmission Owner and Transmission Provider.

  • Assignment and Transfer The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

  • Deed; Xxxx of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and interests referenced herein.

  • SUBLET/ASSIGNMENT The Lessee may not transfer or assign this Lease, or any right or interest hereunder or sublet said leased Premises or any part thereof without first obtaining the prior written consent and approval of the Lessor.

  • Trademark Assignment Upon the request of Theravance, GSK shall prepare a global assignment to Theravance of any Trademark extensively and publicly used by GSK and Theravance in connection with the Terminated Respiratory Development Alliance Product. If Theravance elects to record the Assignment, Theravance shall undertake such recordal tasks and shall bear the costs and fees associated with the recordal, including but not limited to all filing fees, agent fees, and costs of notarization and legalizations. GSK shall cooperate with Theravance as reasonably necessary. Notwithstanding the foregoing, in the event that any Trademark is used by GSK on any other product, GSK shall not assign such Trademark as contemplated in the preceding sentence but shall license such Trademark to Theravance on a non-exclusive basis and subject to any further license terms to be agreed by the Parties in good faith at the time.

  • Lease Assignment To the best of Seller's knowledge, the ------------------ Tenant has not assigned its interest in the Lease or sublet any portion of the premises leased to the Tenant under the Lease.

  • Assignment; Sublease 19.1 Lessor may sell, assign or otherwise transfer all or any part of its right, title and interest in and to the Equipment and/or this Lease Agreement to a third-party assignee, subject to the terms and conditions of this Lease Agreement including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Such assignee shall assume all of the rights and obligations of Lessor under this Lease Agreement and shall relieve Lessor therefrom. Thereafter, all references to Lessor herein shall mean such assignee. Notwithstanding any such sale, assignment or transfer, the obligations hereunder shall remain absolute and unconditional as set forth in Section 7.2 above. 19.2 Lessor may also pledge, mortgage or grant a security interest in the Equipment and assign this Lease Agreement as collateral. Each such pledgee, mortgagee, lienholder or assignee shall have any and all rights as may be assigned by Lessor but none of the obligations of Lessor hereunder. Any pledge, mortgage or grant of security interest in the Equipment or assignment of this Lease Agreement shall be subject to the terms and conditions hereof including, but not limited to, the right to the quiet enjoyment of the Equipment by Lessee as set forth in Section 7.1 above. Lessor, by reason of such pledge, mortgage, grant of security interest or collateral assignment, shall not be relieved of any of its obligations hereunder which shall remain absolute and unconditional as set forth in Section 7.2 above. Upon the written request of Lessor, Lessee shall acknowledge such obligations the pledgee, mortgagee, lienholder or assignee. 19.3 LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, SUBLEASE, CONVEY OR PLEDGE ANY OF ITS INTEREST IN THIS LEASE AGREEMENT OR ANY OF THE EQUIPMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Any such sale, transfer, assignment, sublease, conveyance or pledge, whether by operation of law or otherwise, without the prior written consent of Lessor, shall be void.

  • Assignment and Conveyance The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans") and (b) except as described below, that certain Mortgage Loan Purchase Agreement (the "Purchase Agreement"), dated as of [DATE], between the Assignor, as purchaser (the "Purchaser"), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans. The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 9.04 of the Purchase Agreement. Recognition of the Company

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