Assignments of Notes Sample Clauses
The "Assignments of Notes" clause governs the transfer of promissory notes or similar debt instruments from one party to another. It typically outlines the conditions under which a noteholder may assign their rights and obligations to a third party, such as requiring prior written consent from the issuer or specifying notification procedures. This clause ensures that all parties are aware of and agree to any changes in ownership, thereby maintaining clear records and protecting the interests of both the issuer and the new noteholder.
Assignments of Notes. 10.1.1. The Lenders shall have the right at any time, to sell, assign, transfer or negotiate all or any part of the Loans and the Notes to one or more Persons, and may grant participations in all or any part of the Notes or the Loans evidenced thereby to one or more Persons, provided in either case that such Person is an Eligible Assignee, and further provided that any such action by the TCW/Crescent Lenders or GTCR Capital shall require the consent of the other party, which shall not be unreasonably withheld. In the case of any sale, assignment, transfer or negotiation of all or part of the Loans and the Notes authorized under this Section 10.1 (but not in the case of a participation), the assignee, transferee or recipient shall have, to the extent of such sale, assignment, transfer or negotiation, the same rights, benefits and obligations as it would if it were a Lender with respect to such Notes or the Loans evidenced thereby. Notwithstanding anything to the contrary in this Section 10.1.1, each TCW/Crescent Lender shall be permitted to pledge the Notes and Warrants held by it to a trustee for the benefit of secured noteholders pursuant to documents relating to the financing of such TCW/Crescent Lender.
10.1.2. The Company shall keep at its principal office a register in which the Company shall provide for the registration of the Notes and for the transfer of the same. Upon surrender for registration of transfer of the Notes at the principal office of the Company, the Company shall, at its expense, promptly execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name(s) of such transferee(s) and, in the case of a transfer in part, a new Notes in the appropriate partial amount registered in the name(s) of such transferor(s).
10.1.3. In connection with any sales, assignments or transfers of the Notes, the transferor shall give notice to the Company and the Lenders of the identity of such parties and obtain agreements from the transferees that all nonpublic information given to such parties pursuant to this Agreement will be held in strict confidence pursuant to a confidentiality agreement reasonably satisfactory to the Company.
Assignments of Notes. 11.1.1. In the case of any sale, assignment, transfer or negotiation of all or part of the Original Discount Notes authorized under this Section 11 (but not in the case of a participation), the assignee, transferee or recipient shall have, to the extent of such sale, assignment, transfer or negotiation, the same rights, benefits and obligations under this Agreement, the Registration Rights Agreement and such Original Discount Notes as it would if it were a Purchaser on the Closing Date with respect to such Original Discount Notes.
11.1.2. Intermediate Holdings shall keep at its principal office a register in which Intermediate Holdings shall provide for the registration of the Original Discount Notes and for the transfer of the same. Upon surrender for registration of transfer of any such Original Discount Notes at the principal office of Intermediate Holdings, Intermediate Holdings shall, at its expense, promptly execute and deliver one or more new Original Discount Notes of like tenor and of a like principal amount, registered in the name of such transferee or transferees and, in the case of a transfer in part, a new Original Discount Note in the appropriate amount registered in the names of such transferor.
11.1.3. In connection with any sales, assignments or transfers of any Original Discount Note, the transferor shall give notice to Intermediate Holdings of the identity of such parties and obtain agreements, if so requested by Intermediate Holdings, from the transferees that all nonpublic information given to such parties pursuant to this Agreement will be held in strict confidence pursuant to a confidentiality agreement reasonably satisfactory to Intermediate Holdings.
11.1.4. While the Original Discount Notes are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, Intermediate Holdings will, during any period in which it is not subject to Section 13 or 15(d) of the Exchange Act, make available to the Purchaser in connection with any sale thereof and, subject to the provisions of Section 15(d) of the Exchange Act, any prospective purchaser of Original Discount Notes in each case as soon as is reasonably practicable upon written request of such holder, the information specified in, and meeting the requirements of Rule 144A under the Securities Act.
Assignments of Notes. 47 -------------------- 10.2 Investment Representations; Restrictive Legend............................... 48 ---------------------------------------------- 10.3 Termination of Restrictions.................................................. 49 --------------------------- 10.4 Notes Legend relating to Subordination....................................... 49 --------------------------------------- 10.5 Notes Legend relating to Original Issue Discount............................. 49 ------------------------------------------------
Assignments of Notes and Liens duly executed and delivered by Existing MSR Agent and Borrower;
Assignments of Notes. 9.1.1 Subject to the terms and conditions of the Senior Loan Documents. the Lender shall have the right at any time, to sell. assign. transfer or negotiate all or any part of the Loans and the Note to one or more Persons (each a “Holder”), and may grant participations in all or any part of the Note or the Loans evidenced thereby to one or more Persons. In the case of any sale. assignment, transfer or negotiation of all or part of the Note authorized under this Section 9.1.1 (but not in the case of a participation), the assignee, transferee or recipient shall have, to the extent of such sale, assignment, transfer or negotiation, the same rights, benefits and obligations as it would if it were a Lender with respect to such Note or the Loans evidenced thereby.
9.1.2 The Company shall keep at its principal office a register in which the Company shall provide for the registration of the Note and for the transfer of the same. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, promptly execute and deliver one or more new Notes of like tenor and of a like principal amount, registered in the name(s) of such transferee(s) and, in the case of a transfer in part, a new Note in the appropriate amount registered in the name(s) of such transferor(s).
9.1.3 In connection with any sales, assignments or transfers of any Note, the transferor shall give notice to the Company and the Lender of the identity of such parties and obtain agreements from the transferees that all nonpublic information given to such parties pursuant to this Agreement will be held in strict confidence pursuant to a confidentiality agreement reasonably satisfactory to the Company.