Assignments by the Lenders. (a) Subject to Section 12.16(f), each Lender may, with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed), at any time assign an interest in, or sell a participation interest in any Advance (or portion thereof) or its Commitment hereunder to any Person; provided that, each transferee shall be required to make the representation set forth in the immediately succeeding sentence (and no such transfer shall be recognized unless such transferee makes such representation), and provided further that (i) unless a Default or an Event of Default has occurred, no transfer of any Advance (or any portion thereof) shall be made unless the transferee has either a long-term unsecured debt rating of “Baa2” or above from Xxxxx’x or “BBB” or above from S&P, (ii) the consent of the Borrower is not required for any assignment (x) to any Affiliate of a Lender, (y) required by any change in Applicable Law or (z) during a Default or an Event of Default and (iii) in the case of an assignment of any Commitment (or any portion thereof), any Advance (or any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower the Administrative Agent and the Collateral Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”). Each Lender hereby represents and warrants that is a “Qualified Purchaser” within the meaning of Section 3(c)(7) of the 0000 Xxx. The parties to any such assignment or sale of a participation interest shall execute and deliver to such Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien (except Permitted Liens) to exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, Xxxxx Fargo shall not need prior consent of the Borrower to consolidate with or merge into any other Person or convey or transfer substantially all of its properties and assets, including without limitation any Advance (or portion thereof), to any Person.
(b) The Administrative Agent, acting solely for this purpose as an agent of Borrower, shall maintain a c...
Assignments by the Lenders. Any Lender may, at no cost or expense to any Loan Party (except as provided in Section 11.13), at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:
Assignments by the Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Loan Commitments and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:
Assignments by the Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:
Assignments by the Lenders. Each Lender may assign any of its Loans, its Note and its Commitment (but only with the consent of Administrative Agent); provided that:
(i) no such consent by Administrative Agent shall be required in the case of any assignment by any Lender to another Lender or an affiliate of such Lender or such other Lender;
(ii) except to the extent Administrative Agent shall otherwise consent, any such partial assignment (other than to another Lender or an affiliate of a Lender) shall be in an amount at least equal to $10,000,000;
(iii) each such assignment (including an assignment to another Lender or an affiliate of a Lender) by a Lender of its Loans or Commitment shall be made in such manner so that the same portion of its Loans and Commitment is assigned to the respective assignee;
(iv) subject to the applicable Lender's compliance with the provisions of clauses (b) and (c) above, Administrative Agent's consent to an assignment shall not be unreasonably withheld, delayed or conditioned if (i) in the reasonable judgment of Administrative Agent, such assignment is made to a reputable institutional investor with substantial experience in real estate lending and originating mortgage loans similar to the Loans, and a financial net worth of at least $100,000,000, (ii) such assignment is first offered to Administrative Agent in accordance with the terms and conditions a separate agency agreement among Administrative Agent and the Lenders, and (iii) the provisions of clause (e) have been satisfied; and
(v) upon execution and delivery by the assignee (even if already a Lender) to Borrower and Administrative Agent of an Assignment and Acceptance pursuant to which such assignee agrees to become a "Lender" hereunder (if not already a Lender) having the Commitment and Loans specified in such instrument, and upon consent thereto by Administrative Agent to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise consented to by Administrative Agent), the obligations, rights and benefits of a Lender hereunder holding the Commitment and Loans (or portions thereof) assigned to it (in addition to the Commitment and Loans, if any, theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment (or portion thereof) so assigned. Upon each such assignment the assigning Lender shall pay Administrative Agent a processing and recording fee of $3,500 and the reasonable fees an...
Assignments by the Lenders. With the prior written consent of the Borrower (which consent will not be unreasonably withheld), any Lender may at any time assign, or grant a security interest or sell a participation interest in, its rights in the Loan (or portion thereof) to any Person; provided that (a) no such consent of the Borrower shall be required during the existence of an Event of Default, (b) in the case of an assignment of the Loan with respect to such Lender, the assignee shall execute and deliver to the Borrower, the Servicer and the Administrative Agent a Joinder Supplement substantially in the form of Exhibit I hereto, and (c) no Lender shall need prior consent to at any time assign, or grant a security interest or sell a participation interest in, the Loan (or portion thereof) to an Affiliate or an Approved Fund. The parties to any such assignment or sale of a participation interest by a Lender shall execute and deliver to the Administrative Agent, for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and the Administrative Agent. Neither the Borrower nor the Servicer shall assign or delegate, or grant any interest in, any of its rights, obligations or duties under this Agreement without the prior written consent of the Administrative Agent.
Assignments by the Lenders. Subject to this Clause 26 (Changes to the Lenders), a Lender (the “Existing Lender”) may assign or transfer all or any part of its rights and obligations under the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “New Lender”).
Assignments by the Lenders. At its own cost any Lender may, prior to a written consent by the Borrower, such consent not to be unreasonably withheld, at any time assign and transfer all or any part of its rights, benefits and obligations (to effect a "Vertragsubernahme") hereunder, provided that an amount of principal and the amount of interest accrued thereon may not be assigned or transferred separately. Unless and until an assignee has agreed with the Facility Agent and the Lenders in writing that it shall be under the same obligations toward each of them as it would have been under if it had been a party hereto, neither the Facility Agent nor any Lender shall be obliged to recognise such assignee as having the rights against it which such assignee would have had if it had been a party hereto. For the purposes of this Art. 27.3, each Lender hereby authorises the Facility Agent to execute on its behalf any agreement with any assignee pursuant to which such assignee agrees that it shall be under the same obligations towards each of the Lenders as it would have been had it been a party hereto. For each assignment effected pursuant to the above provisions, the Facility Agent shall receive an assignment registration fee in the amount of DM 1,000 from the respective assignee, failing whom from the assigning Lender, which shall become due and payable five Business Days after the date of the agreement referred to in Art. 27.3 above.
Assignments by the Lenders. With the prior written consent of the Borrower (which consent shall not be unreasonably withheld), each Lender may at any time assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) to any Person; provided that (i) no such consent of the Borrower shall be required following the occurrence of a Termination Event; (ii) in the case of an assignment of the Variable Funding Note with respect to such Lender, the assignee (other than any assignee described in the following provision) executes and delivers to the Servicer, the Agent and the Trustee a fully-executed Assignment and Acceptance and a Transferee Letter); and (iii) any Conduit Lender shall not need prior consent to at any time assign, or grant a security interest or sell a participation interest in, any Advance (or portion thereof) to a Liquidity Bank or any commercial paper conduit sponsored by a Liquidity Bank. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to exist upon, any of the Borrower’s rights, obligations or duties under this Agreement without the prior written consent of the Agent and the Hedge Counterparty.
Assignments by the Lenders. A Lender may assign all or any part of its rights under the Finance Documents without restriction.
