Common use of Assignments by Lender Clause in Contracts

Assignments by Lender. Lender shall have the unrestricted right at any time or from time to time, at no cost or liability to Borrower or Guarantor, and without Borrower’s or Guarantors’ consent, to assign all or any portion of its rights and obligations under the Loan to one or more assignees (each, an “Assignee”), and Borrower and each Guarantor agree that it shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall reasonably deem necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Lender and such Assignee, such Assignee shall be a party to this Agreement and shall have all of the rights and obligations of Lender hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Lender pursuant to the assignment documentation between Lender and such Assignee, and Lender shall be released from its obligation hereunder and thereunder to a corresponding extent. Borrower shall respond to a reasonable request to furnish information concerning Borrower in its possession from time to time (but not more than three times during the term of the Loan) to prospective Assignees, provided that Lender shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such information. Prior to the occurrence of an Event of Default, the Assignee shall be an Eligible Institution. After the occurrence of an Event of Default, the assignee may be any person or entity without restriction.

Assignments by Lender. Lender shall have the unrestricted right at may, without notice to or consent of Borrower, assign to any time or from time to time, at no cost or liability to Borrower or Guarantor, and without Borrower’s or Guarantors’ consent, to assign all or any portion of its rights and obligations under the Loan to one or more assignees Person (each, each an “Assignee” and collectively, the “Assignees”)) all or a portion of Lender’s Commitment; provided, and however, that the consent of Borrower and each Guarantor agree that it shall execute, or cause (such consent not to be executed, such documents, instruments unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and agreements executed in connection herewith as Lender shall reasonably deem necessary to effect the foregoing. In addition, is continuing at the request time of such assignment or (2) such assignment is to an Affiliate of Lender and any such Assignee, or an Approved Fund; provided that Borrower shall issue one or more new promissory notes, as applicable, be deemed to have consented to any such Assignee andassignment unless it shall object thereto by written notice to Lender within five (5) Business Days after having received notice thereof; provided, if Lender has retained any further, that in the case of its rights and obligations hereunder following such partial assignment, to Lender which new promissory notes this Agreement shall be issued amended as mutually agreed by Borrower and Lender. Lender and its Assignee shall notify Borrower in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount writing of the respective commitments date on which the assignment is to be effective (the “Adjustment Date”). On or before the Adjustment Date, Lender, Borrower and loans held by such the Assignee shall execute and Lender after giving effect deliver a written assignment agreement in a form acceptable to Lender, which shall constitute an amendment to this Agreement to the extent necessary to reflect such assignment. Upon the execution request of Lender following an assignment made in accordance with this Section 7.5, Borrower shall issue new Notes to Lender and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with its Assignee reflecting such assignment, and in exchange for the payment existing Notes held by Assignee of the purchase price agreed to by Lender and such Assignee, such Assignee shall be a party to this Agreement and shall have all of the rights and obligations of Lender hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Lender pursuant to the assignment documentation between Lender and such Assignee, and Lender shall be released from its obligation hereunder and thereunder to a corresponding extent. Borrower shall respond to a reasonable request to furnish information concerning Borrower in its possession from time to time (but not more than three times during the term of the Loan) to prospective Assignees, provided that Lender shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such information. Prior to the occurrence of an Event of Default, the Assignee shall be an Eligible Institution. After the occurrence of an Event of Default, the assignee may be any person or entity without restrictionLender.

Assignments by Lender. Lender shall may, without notice to or consent of Borrowers, assign to any Person (each an “Assignee” and collectively, the “Assignees”) all or a portion of the Commitment; provided, however, prior to any sale of the Loan, or any portion thereof, to an institution organized under the laws of a foreign jurisdiction, so long as no Event of Default exists and is continuing, Lender will provide notice to Borrowers and Borrowers will have the unrestricted right to approve or disapprove the sale which approval shall not be unreasonably withheld, conditioned, or delayed, and provided further, however, that the notice and consent right provided to Borrowers in the foregoing clause will not apply to a transfer to an Affiliate of Lender or as part of a merger or other extraordinary corporate action with respect to Lender. Lender and its Assignee shall notify Borrowers in writing of the date on which the assignment is to be effective (the “Adjustment Date”). On or before the Adjustment Date, Lender, Borrowers and the Assignee shall execute and deliver a written assignment agreement in a form acceptable to Lender, which shall constitute an amendment to this Agreement to the extent necessary to reflect such assignment. Upon the request of Lender following an assignment made in accordance with this Section 8.5, Borrowers shall issue new Notes to Lender and its Assignee reflecting such assignment, in exchange for the existing Notes held by Lender. In addition, notwithstanding the foregoing, Lender may at any time or from time to time, at no cost or liability to Borrower or Guarantor, and without Borrower’s or Guarantors’ consent, to assign pledge all or any portion of its Lender’s rights and obligations under the Loan to one or more assignees (each, an “Assignee”), and Borrower and each Guarantor agree that it shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall reasonably deem necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge ofthis Agreement, the liability evidenced by Commitment or the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Lender and such Assignee, such Assignee shall be a party to this Agreement and shall have all of the rights and obligations of Lender hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Lender pursuant to the assignment documentation between Lender and such Assignee, and Lender shall be released from its obligation hereunder and thereunder Obligations to a corresponding extent. Borrower shall respond to a reasonable request to furnish information concerning Borrower in its possession from time to time (but not more than three times during the term of the Loan) to prospective Assignees, provided that Lender shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such information. Prior to the occurrence of an Event of Default, the Assignee shall be an Eligible Institution. After the occurrence of an Event of Default, the assignee may be any person or entity without restrictionFederal Reserve Bank.

Assignments by Lender. Lender shall have the unrestricted right at any time or from time to time, at no cost or liability to Borrower or Guarantor, and without Borrower’s or Guarantors’ consent, to may not assign all or any portion of its rights and obligations under this Agreement without the Loan to one or more assignees prior written consent of Borrower (each, an “Assignee”), and Borrower and each Guarantor agree that it shall execute, or cause such consent not to be executedunreasonably withheld, conditioned or delayed); provided, that no such documents, instruments and agreements executed in connection herewith as Lender consent shall reasonably deem necessary be required with respect to effect the foregoing. In addition, at the request any assignment (i) to any Person who is an Affiliate of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, an Affiliated Fund of Lender; or (ii) to any such Assignee andPerson at any time an Event of Default has occurred and is continuing. Subject to the acceptance and recording thereof by Lxxxxx in the Register, if Lender has retained any from and after the effective date of its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Lender and such Assignee, such Assignee assignee thereunder shall be a party to this Agreement and shall and, to the extent of the interest assigned, have all of the rights and obligations of Lender hereunder (under this Agreement, and under any and all other guarantiesthe assigning Lender thereunder shall, documents, instruments and agreements executed in connection herewith) to the extent of the interest so assigned, be released from its obligations under this Agreement (and, in the case of an assignment covering all of the assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.3, 3.4 and 10.6 with respect to facts and circumstances occurring prior to the effective date of such assignment). In the event of any assignment by Lender of all or any portion of Lxxxxx’s Loans, Lender is authorized to update this agreement to reflect the fact there is more than one Lender without Borrower’s consent and to add an additional Schedule hereto reflecting the principal amount of Loans held by each such Lender. Any assignment or transfer by Lender of rights or obligations under this Agreement that does not comply with this Subsection 10.3.2 shall be treated for purposes of this Agreement as a sale by Lender of a participation in such rights and obligations have been assigned by Lender pursuant to the assignment documentation between Lender and such Assignee, and Lender shall be released from its obligation hereunder and thereunder to a corresponding extent. Borrower shall respond to a reasonable request to furnish information concerning Borrower in its possession from time to time (but not more than three times during the term accordance with Subsection 10.3.3 of the Loan) to prospective Assignees, provided that Lender shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such information. Prior to the occurrence of an Event of Default, the Assignee shall be an Eligible Institution. After the occurrence of an Event of Default, the assignee may be any person or entity without restrictionthis Section 10.3.

Assignments by Lender. Lender shall have the unrestricted right at any time or from time to time, at no cost or liability to Borrower or Guarantor, and without Borrower’s or Guarantors’ consent, to assign all or any portion of its rights and obligations under the Loan to one or more assignees (each, an “Assignee”), and Borrower and each Guarantor agree that it shall execute, or cause to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall reasonably deem necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Lender and such Assignee, such Assignee shall be a party to this Agreement and shall have all of the rights and obligations of Lender hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Lender pursuant to the assignment documentation between Lender and such Assignee, and Lender shall be released from its obligation hereunder and thereunder to a corresponding extent. Borrower shall respond to a reasonable request to furnish information concerning Borrower in its possession from time to time (but not more than three times during the term of the Loan) to prospective Assignees, provided that Lender shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such information. Prior to the occurrence of an Event of Default, the Assignee shall be an Eligible Institution. After the occurrence of an Event of Default, the assignee may be any person or entity without restriction.. Back to Contents

Assignments by Lender. The Lender may, after the Certain Funds Period and on 45 days prior written notice (which notice shall have include, among other things, the unrestricted right at identity of any time or from time proposed assignee) to timethe Borrower, at no cost or liability to Borrower or Guarantor, and without Borrower’s or Guarantors’ consent, to assign all or any a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loan at the time owing to one or more assignees (eachit); provided that no such notice shall be required for an assignment to an Affiliate of the Lender, an “Assignee”)Approved Fund or, if a Default has occurred and Borrower and each Guarantor agree that it shall executeis continuing, or cause to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall reasonably deem necessary to effect the foregoingany other Person. In addition, at the request event of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, the Lender and the assignee or assignees may enter such intercreditor arrangements as they may determine to Lender which new promissory notes shall be issued necessary or advisable for the purpose of determining voting rights and similar issues hereunder. From and after the effective date specified in replacement of, but not in discharge ofeach Assignment and Assumption, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Lender and such Assignee, such Assignee assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and shall Assumption, have all of the rights and obligations of the Lender hereunder (under this Agreement, and under any and all other guarantiesthe Lender thereunder shall, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been of the interest assigned by Lender pursuant to the assignment documentation between Lender such Assignment and such AssigneeAssumption, and Lender shall be released from its obligation hereunder obligations under this Agreement (and, in the case of an Assignment and thereunder to a corresponding extent. Borrower shall respond to a reasonable request to furnish information concerning Borrower in its possession from time to time (but not more than three times during the term Assumption covering all of the Loan) to prospective AssigneesLender’s rights and obligations under this Agreement, provided that the Lender shall require any such prospective Assignees cease to agree in writing be a party hereto) but shall continue to maintain be entitled to the confidentiality benefits of Sections 5 and 11.02 with respect to facts and circumstances occurring prior to the effective date of such information. Prior to the occurrence of an Event of Default, the Assignee shall be an Eligible Institution. After the occurrence of an Event of Default, the assignee may be any person or entity without restrictionassignment.

Assignments by Lender. The Lender shall have the unrestricted right may, (a) at any time or from time to time, at no cost without notice to or liability consent of the Borrower, assign to Borrower any Acceptable Financial Institution or GuarantorAffiliate of the Lender, and (b) prior to the declaration of an Event of Default by the Lender with the prior written consent of the Borrower, and at all other times, without any consent or notice to Borrower’s or Guarantors’ consent, assign to assign all or any portion of its rights and obligations under the Loan to one or more assignees Person, (each, each an “Assignee” and collectively, the “Assignees”)) all or a portion of the Lender’s Commitment. The Borrower shall not unreasonably withhold its consent to an assignment, and Borrower and each Guarantor provided, however, the parties agree that it shall execute, or cause the Borrower has no obligation to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall reasonably deem necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, consent to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Lender and such Assignee, such Assignee shall be a party to this Agreement and shall have all of the rights and obligations of Lender hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Lender pursuant to the assignment documentation between Lender and such Assignee, and Lender shall be released from its obligation hereunder and thereunder to a corresponding extent. Borrower shall respond to a reasonable request to furnish information concerning Borrower Competitor and that except as provided in its possession from time to time (but not more than three times during the term of following sentence, after the Loan) to prospective Assignees, provided that Lender shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such information. Prior to the occurrence declaration of an Event of Default, Borrower shall have no right to receive prior notice of, or to approve or consent to any assignment of all or any portion of the Assignee Lender’s Commitment. Notwithstanding any other provision of this Agreement, the Lender shall be an Eligible Institution. After not, before or after the occurrence declaration of an Event of Default, assign all or a portion of the assignee may Lender’s Commitment to any Competitor without the Borrower’s prior written consent. The Lender and its Assignee shall notify the Borrower in writing of the date on which the assignment is to be any person effective (the “Adjustment Date”). On or entity without restrictionbefore the Adjustment Date, the Lender, the Borrower and the Assignee shall execute and deliver a written assignment agreement in a form acceptable to the Lender, which shall constitute an amendment to this Agreement to the extent necessary to reflect such assignment. Upon the request of the Lender following an assignment made in accordance with this Section 8.5, the Borrower shall issue new Notes to the Lender and its Assignee reflecting such assignment, in exchange for the existing Notes held by the Lender.

Assignments by Lender. The Lender may, without notice to, or consent of, the Borrowers, sell, assign or transfer to or participate with any Person or Persons all or any part of the Obligations, and each such Person or Persons shall have the right to enforce the provisions of this Agreement and any of the other Financing Documents as fully as the Lender, provided that the Lender shall continue to have the unimpaired right to enforce the provisions of this Agreement and any of the other Financing Documents as to so much of the Obligations that the Lender has not sold, assigned or transferred. In connection with the foregoing, the Lender shall have the unrestricted right at to disclose to any time such actual or from time potential purchaser, assignee, transferee or participant all financial records, information, reports, financial statements and documents obtained in connection with this Agreement and any of the other Financing Documents or otherwise. In the event of an assignment by the Lender, the Borrowers and the Lender's assignee shall execute and deliver a written assignment agreement in a form acceptable to timethe Lender, at no cost or liability to Borrower or Guarantor, and without Borrower’s or Guarantors’ consent, to assign all or any portion of its which shall set forth the respective rights and obligations under of the Loan Lender and its assignee and shall constitute an amendment to one or more assignees (each, an “Assignee”), and Borrower and each Guarantor agree that it shall execute, or cause this Agreement to be executed, such documents, instruments and agreements executed in connection herewith as Lender shall reasonably deem the extent necessary to effect the foregoing. In addition, at the request of Lender and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Lender has retained any of its rights and obligations hereunder following such assignment, to Lender which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Lender prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Lender after giving effect to such assignment. Upon the execution request of the Lender made in accordance with this Section, the Borrowers shall issue new Notes to the Lender and delivery of appropriate assignment documentation, amendments and any other documentation required by Lender in connection with its assignee reflecting such assignment, in exchange for the Notes held by the Lender, and shall execute such additional documents as the Lender may require to reflect the respective interests of the Lender and its assignee in the Financing Documents and the payment by Assignee of the purchase price agreed to by Lender and such Assignee, such Assignee shall be a party to this Agreement and shall have all of the rights and obligations of Lender hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Lender pursuant to the assignment documentation between Lender and such Assignee, and Lender shall be released from its obligation hereunder and thereunder to a corresponding extent. Borrower shall respond to a reasonable request to furnish information concerning Borrower in its possession from time to time (but not more than three times during the term of the Loan) to prospective Assignees, provided that Lender shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such information. Prior to the occurrence of an Event of Default, the Assignee shall be an Eligible Institution. After the occurrence of an Event of Default, the assignee may be any person or entity without restrictionCollateral.