Lender Assignment. Any Lender may at any time assign to one or more Eligible Assignees (each, an “Assignee”) 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:
(i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund managed by a particular Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date, shall not be less than $10,000,000 (and shall be in an integral multiple of $2,500,000), and, after such assignment, no Lender shall hold a Commitment of less than $5,000,000; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500 (except in the case of a transfer at the demand of Borrower under Section 9.15, in which case Borrower or the transferee Lender shall pay such fee); and (iv) the assigning Lender shall deliver any Notes evidencing such Loans to Borrower or Administrative Agent (and Administrative Agent shall deliver such Notes to Borrower). Subject to acceptance and recording thereof by Administrative Agent pursuant to subparagraph (c) of this Section 9.13, from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Le...
Lender Assignment. The term “LENDER ASSIGNMENT” shall have the same meaning as set forth in Section 10.1.2 of this AGREEMENT.
Lender Assignment. All of Lender’s rights under this Agreement will inure to the benefit of Lender’s successors and assigns. If Lender transfers or assigns all or any portion of the Loan and any collateral for the Loan, that transfer or assignment will carry with it Lender’s powers and rights under this Agreement with respect to the Loan and collateral transferred, and the transferee will receive those powers and rights, whether or not they are specifically referred to in the transfer or assignment.
Lender Assignment. Lender may assign, sell or transfer at any time this Note (and any documents relating thereto and any interest therein).
Lender Assignment. Lender may assign or otherwise transfer in whole or part its right, title and interest in this Agreement and the Financed Products under this Agreement to any third party. Borrower shall not assert against any such assignee or transferee any setoff, defense or counterclaim that Borrower may have against Lender or any other Entity.
Lender Assignment. Lender may assign, sell or transfer at any time this Note (and any documents relating thereto and any interest therein). TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE LOAN, OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF BORROWER OR LENDER OR ANY EXERCISE BY ANY PARTY OF THEIR RESPECTIVE RIGHTS UNDER THE LOAN DOCUMENTS OR IN ANY WAY RELATING TO THE LOAN OR ANY OF THE PROPERTIES OR THIS NOTE. THIS WAIVER IS A MATERIAL INDUCEMENT FOR LENDER TO MAKE THE LOAN TO BORROWER.
Lender Assignment. Lender, at any time with not less than fifteen (15) days’ prior written notice to Borrower, may sell, transfer, assign, grant a participation in, and/or grant a security interest in all or any part of Lender's interest in the Loan, any payments due with respect thereto, this Agreement and any Transaction Documents (each, a "Lender Transfer"). Any purchaser, transferee, assignee or secured party of Lender (each a "Lender Assignee") shall have and may exercise all of Lender's rights hereunder with respect to the Loan, any payments due with respect thereto, this Agreement and any Transaction Documents, the Lien of Lender on the Collateral, and/or the other property or rights to which any such Lender Transfer relates. In such event, Lender Assignee shall have all of the rights, but none of the obligations (unless expressly and to the extent assumed by such Lender Assignee in writing) with respect the property or rights subject to the Lender Transfer. Lender shall be relieved of any obligations of Lender that have been assumed by Lender Assignee. Borrower acknowledges that Lender Transfers do not materially change Borrower’s Obligations under the Loan or Transaction Documents nor materially increase the burdens or risks imposed on Borrower. This Agreement (together with any Loan Schedules and Notes) constitutes "Chattel Paper" as defined by the UCC; the original counterpart of this Agreement (together with any Loan Schedules and Notes) designated by Lender in writing as the sole original shall constitute the sole original counterpart; and no security interest can be perfected by possession of any other duplicate original or counterpart, whether or not signed by the parties. Borrower acknowledges that Lender’s right to enter into an Lender Transfer is essential to Lender and, accordingly, waives any restrictions under Applicable Laws with respect to any Lender Transfer and any related remedies. Borrower shall not assert against any Lender Assignee any claim that Borrower may have against Lender; provided, however, that Borrower may assert any such claim in a separate action against Lender. Upon written notice of a Lender Transfer, Borrower shall: (i) promptly execute and deliver to Lender or to such Lender Assignee an acknowledgment of such Lender Transfer in form and substance satisfactory to the requesting party, an insurance certificate adding the Lender Assignee as loss payee and/or an additional insured, and such other documents and assurances, including es...
Lender Assignment. The Lender Assignment shall have been duly executed and delivered by the parties thereto effecting the transfers of the Existing Term Loans contemplated thereby.
Lender Assignment. Lender may assign its rights and obligations in and to this Agreement and the other Loan Documents, to another lender or lenders having the financial ability to perform Lender’s obligations. Any such assignment by Lender shall be deemed to have been made pursuant to this Agreement and not to be a modification hereof, and the disbursements made by any such assignee hereunder shall be evidenced and secured by the Note. Lender shall also have the right to sell participation or syndication interests in the Loan and the Loan Documents, or to assign its interest in the Loan and the Loan Documents as security for any loan made to Lender to enable it to make the Loan to Borrower.
Lender Assignment. Each Lender may assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement, the Revolving Note, the Term Notes and the Other Agreements, with the consent of the Agent and the consent of the Borrowers (which shall not be unreasonably withheld), and upon execution and delivery to the Agent, for its acceptance and recording in the Register, of an agreement in substantially the form of Exhibit B (an "Assignment and Assumption Agreement"), together with surrender of any Note or Notes subject to such assignment. The aggregate amount of a Commitment purchased by an assignee hereunder shall be for not less than $5,000,000, unless it is to another Lender. (This paragraph does not apply to branches and affiliates of a Lender, it being understood that a Lender may make, carry or transfer Loans at or for the account of any of its branch offices or affiliates without consent of the Borrowers, the Agent or any other Lender.)
