Benefit of Agreement Assignments and Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders and the Agent and their respective successors and permitted assigns, and all subsequent holders of any of the Notes or any portion thereof.
(b) Each Lender may assign its rights and interests under this Agreement, the Notes and the Security Documents and/or delegate its obligations hereunder and thereunder, in whole or in part, and sell participations in the Notes and the Security Documents as security therefor, to any bank or financial institution with net capital, capital surplus and undivided profits in excess of $500,000,000, provided as follows:
(i) No Lender shall make any assignment, other than an assignment in whole or to a separately organized branch or an affiliate of the same Lender, if, after giving effect thereto, such Lender would hold less than $5,000,000 of the then aggregate outstanding principal amount of the Notes, notwithstanding this provision any Lender may make assignments in any amount to any other existing Lender, subject to the Agent's and the Borrower's consent, which consent will not be unreasonably withheld or delayed, provided that the Borrower's consent will not be required if a Default (other than a de minimus default under the Loan Documents) then exists and is continuing hereunder.
(ii) Any such assignment made other than to a separately organized branch, or an affiliate of, a Lender shall reflect an assignment of such assigning Lender's Notes and Commitments which is in an aggregate principal amount of at least $ 1,000,000, and if greater, shall be an integral multiple of $1,000,000.
(iii) Notwithstanding any provision of this Agreement to the contrary, each Lender may at any time assign all or any portion of its rights under this Agreement and each of the other Loan Documents, including, without limitation, the Notes held by such Lender, to a Federal Reserve Bank (or equivalent thereof in the case of Lenders chartered outside of the United States); provided that no such assignment shall release a Lender from any of its obligations and liabilities under the Loan Documents. Any Federal Reserve Bank (or equivalent thereof) which receives such an assignment from any Lender may make further assignments of such rights in accordance with the provisions of this Section.
(iv) Any assignments and/or delegations made hereunder shall be pursuant to an instrument of assignment and acceptance (the "Assignment and Acceptance") substantially i...
Benefit of Agreement Assignments and Participations. Except as ---------------------------------------------------- otherwise expressly provided herein, all covenants, agreements and other provisions contained in this Agreement by or on behalf of any of the parties hereto shall bind, inure to the benefit of and be enforceable by their respective successors and assigns (including, without limitation, any subsequent holder of a Note or Exchange Note) whether so expressed or not; provided, however, that the Company may not assign and transfer any of its rights or obligations without the prior written consent of the other parties hereto and each such holder. Nothing in this Agreement or in the Notes or Exchange Notes, express or implied, shall give to any Person other than the parties hereto, their successors and assigns and the holders from time to time of the Notes or Exchange Notes any benefit or any legal or equitable right, remedy or claim under this Agreement.
Benefit of Agreement Assignments and Participations. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, provided that Borrower may not assign or transfer any of its interest hereunder without the prior written consent of the Lenders.
(b) Any Lender may make, carry or transfer Loans at, to or for the account of, any of its branch offices or the office of an Affiliate of such Lender.
(c) Each Lender may assign all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it and the Notes held by it) to any financial institution; provided, however, that (i) the Agent and, except during the continuance of a Default or Event of Default, the Borrower must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed) unless such assignment is to an Affiliate of the assigning Lender, (ii) the amount of the Commitments of the assigning Lender subject to each assignment (determined as of the date the assignment and acceptance with respect to such assignment is delivered to the Agent) shall not be less than an amount equal to $10,000,000 or greater integral multiplies thereof, and (iii) the parties to each such assignment shall execute and deliver to the Agent an Assignment and Acceptance, together with the Note or Notes subject to such assignment and, unless such assignment is to an Affiliate of such Lender, a processing and recordation fee of $2,500. Borrower shall not be responsible for such processing and recordation fee or any costs or expenses incurred by any Lender or the Agent in connection with such assignment. From and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, the assignee thereunder shall be a party hereto and to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement. Within five (5) Business Days after receipt of the notice and the Assignment and Acceptance, Borrower, at its own expense, shall execute and deliver to the Agent, in exchange for the surrendered Note or Notes, a new Note or Notes to the order of such as- M-82 92 signee in a principal amount equal to the applicable Commitments assumed by it pursuant to such Assignment and Acceptance and new Note or Note...
Benefit of Agreement Assignments and Participations. Except as otherwise expressly provided herein, all covenants, agreements and other provisions contained in this Agreement by or on behalf of any of the parties hereto shall bind, inure to the benefit of and be enforceable by their respective successors and assigns (including, without limitation, any subsequent holder of a Note or Exchange Note) whether so expressed or not; provided, however, that the Company may not assign and transfer any of its rights or obligations without the prior written consent of the other parties hereto and each such holder. For greater certainty, the parties hereto acknowledge and agree that that the term “Purchasers” shall include only the Purchasers named in the preamble to this Agreement and their Affiliates who may own the Securities from time to time and shall not include any other subsequent Holders. Nothing in this Agreement or in the Notes or Exchange Notes, express or implied, shall give to any Person other than the parties hereto, their successors and assigns and the holders from time to time of the Notes or Exchange Notes any benefit or any legal or equitable right, remedy or claim under this Agreement.
Benefit of Agreement Assignments and Participations. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower, the Lender, all future permitted holders of the Note and their respective permitted successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Lender.
(b) The Lender may not assign, or enter into any participations, in respect of, all or any part of the Loan without the prior written consent of the Borrower (which consent shall not be unreasonably withheld, conditioned or delayed). The Lender may assign all or any part of the Loan without the Borrower's consent (i) at any time to one or more Affiliates of the Lender or (ii) from and after the occurrence and during the continuance of an Event of Default, to one or more affiliated or unaffiliated parties; and provided further that no such participation shall affect the rights and duties of the Lender vis-a-vis the Borrower. The Borrower shall not be obligated to furnish any information to any such participant, purchaser or assignee, but the Lender may provide any such Person with any information furnished by the Borrower to the Lender in compliance with subsection 9.11.
Benefit of Agreement Assignments and Participations. Except as otherwise expressly provided herein, all covenants, agreements and other provisions contained in this Agreement by or on behalf of any of the parties hereto shall bind, inure to the benefit of and be enforceable by their respective successors and permitted assigns (including, without limitation, any subsequent permitted holder of a Note, Warrant or Warrant Share) whether so expressed or not; provided, however, that the Company may not assign and transfer any of its rights or obligations without the prior written consent of the other parties hereto and each such holder. Nothing in this Agreement or in the Notes or Warrants, express or implied, shall give to any Person other than the parties hereto (and, with respect to Section 13 only, the holders of Senior Indebtedness), their successors and permitted assigns and the holders from time to time of the Notes or Warrants any benefit or any legal or equitable right, remedy or claim under this Agreement.
Benefit of Agreement Assignments and Participations. Subject to the next sentence, and except as otherwise expressly provided herein, all covenants, agreements and other provisions contained in this Agreement by or on behalf of any of the parties hereto shall bind, inure to the benefit of and be enforceable by their respective successors. No party may assign or transfer any of its rights or obligations (other than transfers required under law) without the prior written consent of the other parties.
Benefit of Agreement Assignments and Participations. Except as otherwise expressly provided herein, all covenants, agreements and other provisions contained in this Agreement by or on behalf of any of the parties hereto shall bind, inure to the benefit of and be enforceable by their respective successors and assigns (including, without limitation, any subsequent holder of Preferred Shares) whether so expressed or not. Except as provided in Section 8.02, nothing in this Agreement or in the Preferred Shares, express or implied, shall give to any Person other than the parties hereto, their successors and assigns and the holders from time to time of the Preferred Shares any benefit or any legal or equitable right, remedy or claim under this Agreement.
Benefit of Agreement Assignments and Participations. This Agreement may not be assigned without the express written consent of the Company and the Holders holding a majority in principal amount of all outstanding Notes (which consent may be granted or withheld in the sole discretion of the Company or such Holders); provided, that a Purchaser may, without such consent, assign its rights and obligations under this Agreement to its affiliates in connection with a transfer of Notes in accordance with the Indenture to such affiliate so long as such affiliate agrees in writing to be bound by this Agreement as if it were a Holder hereunder. Nothing set forth herein shall be construed as or deemed to limit the right of the Purchasers to transfer the Notes in accordance with the terms of the Indenture. Notwithstanding the foregoing, the Purchasers may not transfer the Notes unless the transferee agrees to be bound by the provisions of Section 6.1(a). In furtherance of the foregoing, in the event that a Holder consents to the exchange of such Holder’s Notes for Replacement Notes pursuant to Section 6.1(a) and, after such consent but prior to such exchange, such Holder transfers its Notes such Holder’s election to exchange its Notes for Replacement Notes shall be binding upon any such transferee of such Notes.
Benefit of Agreement Assignments and Participations. 111 14.1. Successors and Assigns .................................................................................................. 111 14.2. Participations .................................................................................................................. 111 14.2.1. Permitted Participants; Effect ............................................................................ 111 14.2.2. Voting Rights ..................................................................................................... 112 14.2.3.
