Assignment by Banks. (i) Any Bank may assign all or any part of such Bank’s rights or obligations under this Agreement (including all or any part of its Commitment or the Loans owing to it, the Notes or any of the other Credit Documents); provided, however, that each assignment shall be subject to the following conditions: (1) the amount of the Commitment being assigned shall equal at least $5,000,000, (2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations, (3) the assignor and the assignee Bank shall execute and deliver to the Agent an Assignment and Assumption, and (4) the assignor Bank shall pay to the Agent, for its own account and not for the pro-rata benefit of the Banks, an assignment fee of $3,500; provided further, unless an Event of Default is then in effect or the Termination Date has occurred, the Banks shall not have the right to make any such assignment without first obtaining the Agent’s and the Borrower’s prior written consent (which consent shall not be unreasonably withheld or delayed). Notwithstanding anything herein to the contrary, no consent shall be required in connection with any assignment to another Bank or an affiliate of a Bank. For purposes of this Section 9.4, an affiliate of a Bank means any Person that directly, or indirectly through intermediaries, is controlled by, controls or is under common control with such Bank; for purposes of Section 9.4, “control” means the ability, directly or indirectly, to affect the management or policies of a Person by virtue of an ownership interest, by right of contract or any other means.
Assignment by Banks. Each Bank shall have the right at any time, with the prior consent of the Borrower and of the Administrative Agent (which consents shall not be unreasonably withheld), to sell, assign, transfer or negotiate all or any part of its rights and obligations hereunder and under the Notes to one or more commercial banks or other financial institutions; provided that the assigning Bank shall assign the same percentage of its "Commitment" under the Other Credit Agreement concurrently with such assignment; provided further that the Borrower's consent shall not be required upon the occurrence and during the continuance of an Event of Default. Upon any such assignment, its notification to the Administrative Agent, and the payment of a U.S. $3,500 recordation and administration fee to the Administrative Agent (which fee shall in no event be the obligation of the Borrower), the assignee shall become a Bank hereunder, all Loans and the Commitment it thereby holds shall be governed by all the terms and conditions hereof, and the Bank granting such assignment shall have its Commitment and its obligations and rights in connection therewith, reduced by the amount of such assignment. Any Bank may at any time pledge or grant a security interest in all or any portion of its rights hereunder to secure obligations of such Bank, including any such pledge or grant to a Federal Reserve Bank, and this Section 12.12 shall not apply to any such pledge or grant of a security interest; provided that no such pledge or grant of a security interest shall release a Bank from any of its obligations hereunder or substitute any such pledgee or secured party for such Bank as a party hereto; provided further, however, the right of any such pledgee or grantee (other than any Federal Reserve Bank) to further transfer all or any portion of the rights pledged or granted to it, whether by means of foreclosure or otherwise, shall be at all times subject to the terms of this Agreement.
Assignment by Banks. 78 19.1.2. Accession...................................................79 19.2. Certain Representations and Warranties; Limitations; Covenants.......80 19.3. Register.............................................................81 19.4. New Revolving Credit Notes...........................................81 19.5. Participations.......................................................82 19.6. Disclosure...........................................................82 19.7. Assignee or Participant Affiliated with the Borrower.................82 TABLE OF CONTENTS -----------------
Assignment by Banks. Each Bank (an "ASSIGNOR BANK") may assign all or any part (being at least (pound)2,000,000 or, less than (pound)2,000,000 if the Bank is a bank under the Senior Loan Agreement and the amount represents its entire Commitment) of its rights in respect of its Contribution to any Qualifying Bank (an "ASSIGNEE") with the prior written consent of the Borrower (which shall not be unreasonably withheld or delayed) provided that no such consent is necessary if (i) such Assignee is a wholly owned Subsidiary of such Assignor Bank or a person of whom such Assignor Bank is a wholly owned Subsidiary or (ii) a bank under the Senior Loan Agreement. No Bank may assign all or any part of its rights in respect of its Contribution to any person which is not a Qualifying Bank.
Assignment by Banks. Each Bank may assign all or any part of its rights in respect of its Contribution under this Agreement or under any of the other Security Documents to any other bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in liens, securities or other financial assets (an “Assignee”) with the approval of the Agent (which consent shall not be unreasonably withheld or delayed) but without the consent of the Borrower, provided always that no such approval or consent shall be required where the Assignee shall be a Related Company of the relevant Bank, the Agent approving and consenting to such arrangement by its execution of this Agreement.
Assignment by Banks. Each Bank may assign all or any part of its rights in respect of its Contribution under this Agreement or under any of the other Security Documents to any of its Related Companies (an “Assignee”) without the prior consent of the Borrowers.
Assignment by Banks. 52 (c) Participations....................................................52 /section/10.07 Determinations by Agent...........................................53 /section/10.08 Severability of Provisions. .....................................53 /section/10.09 Counterparts......................................................53 /section/10.10 Survival of Obligations...........................................53 /section/10.11 No Joint Venture..................................................53 /section/10.12 Further Assurances; Power of Attorney.............................53 /section/10.13 No Representations Regarding Renewal..............................54 /section/10.14 Successors and Assigns............................................54 /section/10.15 Limitation of Liability; Acknowledgment...........................54 /section/10.16 Governing Law.....................................................54 /section/10.17 Judicial Proceedings. ...........................................54 /section/10.18 Waiver of Jury Trial..............................................55 Exhibits: Exhibit A-1 Form of Security Agreement Exhibit A-2 Form of Debenture Exhibit B-1 Form of Newman Guaranty Agreement Exhibit X-0 Form of Windmere Guaranty Agreement Exhibit C Form of Borrowing Base Certificate Exhibit D-1 Form of Monthly Officer's Certificate Exhibit D-2 Form of Annual Officer's Certificate Schedules:
Assignment by Banks. A Bank may assign its rights and delegate its obligations under this Agreement only with the prior written consent of the Agent and the other Banks.
Assignment by Banks. Each Bank may assign all or any part of its rights in respect of its Contribution under this Agreement or under any of the other Finance Documents to any other bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in liens, securities or other financial assets (an “Assignee”) with the approval of the Agent and provided that no Default has occurred the consent of the Borrower (which consent shall not be unreasonably withheld or delayed), and on the date upon which such assignment takes effect, the Assignee shall pay to the Agent for its own account an assignment fee of three thousand Dollars ($3,000).
Assignment by Banks. Each Bank may assign all or any part of its rights subject to a minimum assignment amount of five million Dollars ($5,000,000) in respect of its Contribution under this Agreement or under any of the other Security Documents to any other bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in liens, securities or other financial assets (an “Assignee”) with the approval of the Agent and provided that no Default has occurred the consent of the Borrower (which consent shall not be unreasonably withheld or delayed).
