Transfers and Participations. Any Lender may, at any time, sell, transfer, assign or grant participations in the Obligations or any portion thereof; and such Lender may forward to each transferee and each prospective transferee all documents and information relating to such obligations, whether furnished by the Borrower or otherwise obtained, as such Lender determines necessary or desirable. The Borrower agrees that each transferee, regardless of the nature of any transfer to it, may exercise all rights (including, without limitation, rights of set-off) with respect to the Obligations held by it as fully as if such transferee were the direct holder thereof, subject to any agreements between such transferee and the transferor to such transferee. Each Lender agrees that each such transferee shall assume all of the obligations of the assigning Lender pursuant to the Credit Agreement Documents.
Transfers and Participations. Lenders will have the right to transfer or sell participations in their loans or commitments with the transferability of voting rights in the case of participations limited to changes in principal, rate, fees and term. Assignments, which must be in amounts of at least $5 million, will be allowed with the consent of the Administrative Agent and (so long as no Event of Default as to it has occurred and is continuing) the Borrower (such consent not to be unreasonably withheld); provided that assignments will be allowed within the Lender group and to a Lender’s affiliates without any consent requirement. In connection with each assignment, the assignor Lender will pay the Administrative Agent a $3,500 processing fee. Required Lenders: Majority of the aggregate amount of the commitments.
Transfers and Participations. The Bank may, at any time, sell, transfer, assign or grant participations in the Obligations or any portion thereof; and the Bank may forward to each transferee and each prospective transferee all documents and information relating to such obligations, whether furnished by the Borrower or otherwise obtained, as the Bank determines necessary or desirable. The Borrower agrees that each transferee, regardless of the nature of any transfer to it, may exercise all rights (including, without limitation, rights of set-off) with respect to the Obligations held by it as fully as if such transferee were the direct holder thereof, subject to any agreements between such transferee and the transferor to such transferee. The Bank agrees that each such transferee shall assume all of the obligations of the Bank pursuant to the Loan Documents.
Transfers and Participations. Subject to Section 2.05 of the Indenture, Lender may transfer, and/or grant participations in, without notice to or the consent of Borrower or any other Person, the Loan, the Loan Documents or the Bonds at any time, in whole or in part. Lender may, without notice to or the consent of, Borrower or any other Person, furnish any transferee or participant or any prospective transferee or participant with all documents and information relating to Borrower, any Partner, any Guarantor, the Loan, the Bonds and/or the Loan Documents or any of them that Lender deems advisable in connection therewith. Xxxxxxxx’s indemnity obligations under the Loan Documents shall also apply with respect to any actual or prospective transferee and/or participant and the directors, officers, agents and employees of any such transferee and/or participant. Borrower, its Partners and the Guarantor or any of its or their respective Affiliates or subsidiaries shall not be given an opportunity to be a transferee, assignee, purchaser or participate under any circumstances without the prior written consent of Xxxxxx, which may be withheld in its sole and absolute discretion. In the event of any such transfer, assignment, sale or participation, Lender and the parties to such transaction shall share in the rights and obligations of Lender as set forth in the Loan Documents only as and to the extent they agree among themselves. In connection with any such transfer, assignment, sale or participation, Xxxxxxxx further agrees that the Loan Documents shall be sufficient evidence of the obligations of Borrower to each transferee, assignee, purchaser, or participant, and upon written request by the Lender, Borrower shall enter into such amendments or modifications to the Loan Documents as may be reasonably required by Lender or U.S. Bank in order to evidence any such transfer, assignment, sale or participation, as the case may be. Borrower shall not have any right to consent to any transfer and/or grant of participations in the Loan or the Loan Documents. There are no restrictions on the type of assignee/participant to whom Xxxxxx may transfer its interest. Lender and/or U.S. Bank may provide information to prospective transferees in advance of a transfer without Xxxxxxxx’s consent.
Transfers and Participations. (a) A material inducement to Xxxxxx’s willingness to complete the transactions contemplated by this Agreement and the other Loan Documents is Xxxxxxxx’s agreement that Lender may, at any time, complete a Transfer or Participation with respect to the any Note or any of the other Loan Documents; provided, however, that if no Event of Default has occurred and is continuing, no Transfer shall be completed without the prior written consent of Borrower, such consent not to be unreasonably withheld.
(b) Borrower shall cooperate in good faith with Lender in connection with any such Transfer or Participation of any Note or any of the other Loan Documents, including, without limitation, providing such documents, financial and other data, and other information and materials which would typically be required with respect to Borrower by a transferee or participant involved with respect to such Transfer or Participation (collectively, the “Disclosures”). Borrower consents to Lender providing the Disclosures, as well as any other information which Lender may now have or hereafter acquire with respect to Borrower, to each transferee or participant involved with respect to each Transfer or Participation, as applicable.
Transfers and Participations. The Bank may, at any time, sell, ---------------------------- transfer, assign or grant participations in the Obligations or any portion thereof; and the Bank may forward to each Transferee and each prospective Transferee all documents and information relating to such obligations, whether furnished by the Borrower or otherwise obtained, as the Bank determines necessary or desirable. The Bank agrees that each such Transferee shall assume all of the obligations of the Bank pursuant to the Loan Documents. All participating banks must act in unison with the Bank as the lead and agent for all participants. The Borrower will make all reports, elections, notices, payments and fulfill all requirements of this agreement only to the Bank. The Bank agrees not to transfer 100% participation for two years from the effective date of this Agreement without the approval of Borrower.
Transfers and Participations. The Lender may, at any time, sell, transfer, assign or grant participations in the Obligations, provided that the Obligations, if transferred by the Lender other than by participation, shall be transferred only as a whole; and the Lender may forward to such Transferee and each prospective Transferee all documents and information relating to such Obligations, whether furnished by the Borrowers or otherwise obtained, as the Lender determines necessary or desirable. The Borrowers agree that such Transferee, other than a participant, may exercise all rights (including, without limitation, rights of set-off) with respect to the Obligations held by it as fully as if such Transferee were the direct holder thereof, subject to any agreements between such Transferee and the transferor to such Transferee.
Transfers and Participations. 63 9.2 Survival of Representations, Warranties and Covenants . . . . . . . . . . . . . . . . . . . . 65 9.3 Notices and Other Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 9.4 Parties in Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Transfers and Participations. Neither Borrower nor any Affiliate of Borrower shall directly or indirectly purchase or otherwise retire any obligation owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If Borrower or any Affiliate of Borrower at any time purchases some but less than all of the Obligations owed to all Bank Parties, such purchaser shall not be entitled to any rights of any Bank Party under the Loan Documents unless and until Borrower or its Affiliates have purchased all of the Obligations.
9.1.1 No Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person other than an Eligible Transferee, and then only if the agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not entitled to payment from any Related Person under Sections 2.2.6
Transfers and Participations. The Bank may, at any time, sell, transfer, assign or grant participations in the Obligations or any portion thereof; and the Bank may forward to each transferee and each prospective transferee all documents and information relating to such Obligations, whether furnished by the Borrower or otherwise obtained, as the Bank determines necessary or desirable so long as responsibility, administrative or otherwise, for the Loan remains with the Bank. The Borrower agrees that each transferee, regardless of the nature of any transfer to it, may exercise all rights (including, without limitation, rights of set-off) with respect to the Obligations held by it as fully as if such transferee were the direct holder thereof, subject to any agreements between such transferee and the transferor to such transferee. The Bank agrees that each such transferee shall assume all of the obligations of the Bank pursuant to the Loan Documents.
