Lender Assignment. Lender may assign or transfer the Loan and/or the Loan Documents or sell all or a portion of the Loan or securitize all or a portion of the Loan in one or more transactions through the issuance of participation interests or the issuance of mortgage pass-through certificates or other securities evidencing ownership of all or a portion of the Loan or beneficial interests in the Loan, in one or more rated or unrated public or private transactions to a third party or parties (each, a "Covered Transaction") without the consent of or Notice to Borrower. In any Covered Transaction, one or more of such assignees or transferees may be assigned the rights of Lender hereunder, and such assignee or transferee will succeed to the rights and obligations of Lender under the Loan Documents, and the assigning Lender will be automatically released from any obligations under this Agreement and/or the other Loan Documents upon assumption by the assignee of the assigning Lender's obligations under this Agreement. Borrower agrees that, upon request, it will cooperate with Lender and use its reasonable efforts to facilitate the consummation of each Covered Transaction, including, (a) delivering estoppels, opinions, tax certificates and other documents, each in form and substance reasonably acceptable to Lender; and (b) providing additional information, or granting reasonable access, in order to obtain such information, as may reasonably be required. Borrower hereby agrees that Lender may forward to each potential purchaser, transferee, assignee, any entity appointed by Lender to service the Loan, or any trustee, participant, certificate holder, investor or rating agency in each such Covered Transaction, all documents and information which Lender now has or may hereafter acquire relating to the Loan, Borrower, Borrower Parties, Guarantor and/or the Property which will have been furnished by Borrower or any other Person in connection with the Loan now or in the future, as Lender may, in its sole discretion, determine is necessary or advisable. Any assignee of Lender's interest in the Loan or the Loan Documents will take the same free and clear of any claims of offset, counterclaim or defense that are unrelated to the Loan or the Loan Documents that Borrower may otherwise claim against any assignor, and no such unrelated claim of offset, counterclaim or defense will be asserted by Borrower in any action or proceeding brought by any such assignee under any of the Loan Documents. Bor...
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. The term “LENDER ASSIGNMENT” shall have the same meaning as set forth in Section 10.1.2 of this AGREEMENT.
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. 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 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. Without NorthWestern’s consent, Seller may, upon notice to NorthWestern, assign, transfer, pledge or encumber this Agreement or any revenues or proceeds to any Lender as collateral for financing with respect to the development, construction or operation of the Facility.
Lender Assignment. If a Leasehold Mortgage lender shall acquire Tenant’s interest in this Lease as a result of a sale under the Leasehold Mortgage pursuant to a power of sale contained in it, pursuant to a judgment of foreclosure, through any transfer in lieu of foreclosure, or through settlement of or arising out of any pending or contemplated foreclosure action, or in the event Leasehold Mortgage lender becomes Tenant under this Lease or any new Lease obtained pursuant to section 8.1(h) below (the “New Lease”), such Leasehold Mortgage lender’s right to assign or transfer this Lease or such new Lease shall not be subject to any restriction. In the event Leasehold Mortgage lender subsequently assigns or transfers its interest under this Lease after acquiring it by foreclosure or deed in lieu of foreclosure or subsequently assigns or transfers its interest under any New Lease, and in connection with any such assignment or transfer Leasehold Mortgage lender takes back a mortgage or deed of trust encumbering such Leasehold interest to secure a portion of the purchase price given to Leasehold Mortgagee for such assignment or transfer, then such mortgage or deed of trust shall be considered a Leasehold Mortgage as contemplated under this section 8 and Leasehold Mortgage lender shall be entitled to receive the benefit of the holder of a Leasehold Mortgage. Any purchaser at a foreclosure sale, other than a Leasehold Mortgage lender, must assume this Lease and it shall have no right in respect to the Premises unless it so assumes and delivers a duplicate original of the assumption agreement (to be executed in form for recording) within ten (10) business days after such purchaser acquires title to the Tenant’s interest in this Lease.
Lender Assignment. The Lender, with the prior written consent of the Borrower which shall not be unreasonably withheld or delayed, may assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement, the Note and the other Loan Documents.
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.)
