Participations and Assignments. (a) The Warranty Provider may assign its obligations under this Agreement and any other Transaction Document to which it is a party to (i) its ultimate parent company Xxxxxxx Xxxxx & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser.
(b) The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement.
(c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of th...
Participations and Assignments. The Borrower hereby acknowledges and agrees that so long as a Bank is not in default of its obligations under this Agreement, such Bank may at any time, with the consent (which consent shall not be unreasonably withheld) of the Borrower and the Structuring Agent: (a) grant participations in all or any portion of its Revolving Loan Commitment or any portion of its Note(s) or of its right, title and interest therein or in or to this Agreement (collectively, “Participations”) to any other lending office of such Bank or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, that: (i) all amounts payable by the Borrower hereunder shall be determined as if such Bank had not granted such Participation; (ii) such Bank shall act as agent for all Participants; and (iii) any agreement pursuant to which such Bank may grant a Participation: (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan or release (in whole or in part) any Guarantor or all or substantially all of the Collateral; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) assign any of its Loans and its Revolving Loan Commitment. Upon execution and delivery by the assignee to the Borrower of an instrument in writing pursuant to which such assignee agrees to become a “Bank” hereunder having the Revolving Loan Commitment and Loans specified in such instrument, and upon consent thereto by the Borrower and the Structuring Agent, to the extent required above, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of the Borrower), the obligations, rights and benefits of a Bank hereunder holding the Revolving Loan Commitment and Loans (or portions thereof) assigned to it, and such Ban...
Participations and Assignments. Lender shall have the right to assign this Security Instrument and/or any of the Loan Documents, and to transfer, assign or sell participations and subparticipations (including blind or undisclosed participations and subparticipations) in the Loan Documents and the obligations hereunder to any Person; provided, however, that no such participation shall increase, decrease or otherwise affect either Borrower’s or Lender’s obligations under this Security Instrument or the other Loan Documents.
Participations and Assignments. AeroCentury hereby acknowledges and agrees that any Bank may at any time: (a) grant participations in all or any portion of its Note or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants"); provided, however, that: (i) all amounts payable by AeroCentury shall be determined as if such Bank had not granted such Participation; and (ii) any agreement pursuant to which a Bank may grant a Participation; (x) shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of AeroCentury including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on any Loan or postpone the date fixed for any payment of principal of or interest on any Loan; and (z) shall not relieve such Bank from its obligations, which shall remain absolute, to make Loans hereunder; and (b) each Bank may assign all or part of its Note and its Revolving Credit Commitment (but only with the consent of AeroCentury and National City, as the Agent, which consent shall not be unreasonably withheld), provided that each such assignment shall be in an amount of at least $5,000,000 (unless, after giving effect to such assignment and all other such assignments by such assigning Bank occurring simultaneously or substantially simultaneously therewith, such assigning Bank shall hold no Revolving Credit Commitment or any portion of its Note hereunder); and (ii) each such assignment by a Bank of its Note or a portion thereof, or Revolving Credit Commitment or a portion thereof shall be made in such manner so that the same portion of its Loans, Note and Revolving Credit Commitment is assigned to the respective assignee. Upon execution and delivery by the assignee to AeroCentury and National City, as the Agent, of an instrument in writing pursuant to which such assignee agrees to become a "Bank" hereunder (if not already a Bank) having the Commitment(s) and Note interest specified in such instrument,...
Participations and Assignments. Payee and each other Holder reserves the right, exercisable in such Holder’s discretion and without notice to Maker or any other person, to sell participations, assign interests or both, in all or any part of this note or the debt evidenced by this note, in accordance with the Credit Agreement.
Participations and Assignments. The Payee reserves the right to sell participations, assign interests or both, in all or any part of this Note or the debt evidenced by this Note, in accordance with the Credit Agreement.
Participations and Assignments. The Lender shall have the right, without the consent of the Borrower, to sell participations to one or more banks or other entities in, or assignments of, all or any portion of its rights, obligations, and interest under this Agreement, the Liabilities and any of the Financing Agreements. The Lender may furnish any information concerning the Borrower in the possession of the Lender from time to time to participants (including prospective participants).
Participations and Assignments. The Lender shall have the right, without the consent of the Borrowers, to sell participations in, or assignments of, all or any portion of its rights and interest under this Agreement, the Liabilities and any of the Financing Agreements. The Lender may furnish any information concerning the Borrowers in the possession of the Lender from time to time to participants (including prospective participants) provided that such Person agrees to comply with Section 11.21. In addition and without limiting the foregoing, Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest.
Participations and Assignments. The holder of any Notes (as defined in the Indenture) issued pursuant to the Indenture (or, if any holder of any Notes issued pursuant to the Indenture sells one or more participations in such Notes, or assigns a portion of such Notes or otherwise enters into any arrangement whereby one or more entities have rights by, through, or with, such holder with respect to the security interest created pursuant to the Reimbursement Assignments and Pledge, any such participants and assignees) shall benefit under this Agreement solely through (and the rights of any such participants and assignees shall be derived solely from) Assignee and Indenture Trustee. Xxxxxxx Mac’s only obligations relative to the Reimbursement Assignments and Pledge are as expressly set forth in this Agreement, and (i) Xxxxxxx Mac shall have no liability to, and no obligation hereunder to deal with, any holder of, or any such participant or assignee in, the Notes made pursuant to the Indenture, and (ii) Servicer hereby indemnifies Xxxxxxx Mac from and against any and all loss, costs, damages and expenses (including, without limitation, attorneys’ fees and costs) arising out of or relating to any claim made by any such holder, participant or assignee in a manner other than as described in this Section 8.
Participations and Assignments. Bank shall have the right to enter into one or more participation with other lenders with respect to the Obligations and to assign to one or more assignees all or a portion of its interest, rights and obligations under the Loan Documents. Upon prior notice to Borrower of such participation or assignment, Borrower shall thereafter furnish to such participant or assignee any information furnished by Borrower to Bank pursuant to the terms of the Loan Documents. Nothing in this Agreement or any other Loan Document shall prohibit Bank from pledging or assigning this Agreement and Bank’s rights under any of the other Loan Documents, including collateral therefor, to any Federal Reserve Bank in accordance with applicable law.
