Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers, the Agent, the Banks and their respective successors and assigns, except that no Borrower may assign or transfer his or its rights or obligations hereunder. Each Bank may assign, or sell participations in, all or any part of any Loan or Commitment to another bank or other entity; provided, however, that (i) any sale or assignment (as opposed to any participation) to a transferee who is not already a “Bank” hereunder (A) shall be in an amount not less than the lesser of (x) $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder) and (y) the entire remaining Commitment of such Bank, and shall also leave any assigning Bank that remains a “Bank” hereunder with a Commitment of at least $[***] (which amount shall automatically reduce proportionally following any Commitment reductions hereunder), and (B) so long as no Event of Default is then continuing, shall be approved in writing by the Borrowers (unless such assignment is to an affiliate of the assigning Bank, in which case no such approval, and only notice to the Borrowers, shall be required), such approval not to be unreasonably withheld, delayed or conditioned, and (ii) any sale or assignment to any Bank that would cause the Commitment Percentage of any Bank to exceed [***]% shall require the unanimous written consent of all of the other Banks. In the case of an assignment, upon notice thereof by the Bank to the Borrowers with a copy to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder. In the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Borrowers under Article 3 shall be determined as if such Bank had not sold such participation, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrowers and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. The agreement executed by such Bank in favor of the participant shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrowers hereunder, provided that action directly relating to (i) the extension of a payment date wi...
Assignment; Participations. (a) This Agreement shall be binding upon, and shall inure to the benefit of, the Borrower, the Agent, the Banks and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder.
Assignment; Participations. Lender may assign without the consent of Borrower (except as provided in the last sentence hereof), to any of Lender’s Affiliates, or the Federal Reserve Bank of New York, or one or more banks or other entities, or all or a portion of its rights under this Agreement and the Loan Documents. In the event of an assignment of all of its rights, Lender may transfer the Note to the assignee. In the event of an assignment of a portion of its rights under the Note, Lender shall deliver to Borrower a new note(s) to the order of the assignee in an amount equal to the principal amount assigned to the assignee and a new note(s) to the order of Lender in an amount equal to the principal amount retained by Lender (collectively, the “New Notes”). Such New Notes shall be in an aggregate principal amount equal to the principal amount of the Note, shall be dated the effective date of the assignment and otherwise shall be substantially identical to the Note. Upon receipt of the New Notes from Lender, Borrower shall execute such New Notes and, at the reasonable expense of Lender, promptly deliver such New Notes to Lender. Upon receipt of the executed New Notes from Borrower, Lender shall return the Note(s) to Borrower. Lender and the assignee shall make all appropriate adjustments in payments under this Agreement and the Note for periods prior to such effective date directly between themselves. In the event of an assignment of all or any portion of its rights hereunder, Lender may transfer and deliver all or any of the property then held by it as security for Borrower’s Obligations hereunder to the assignee and the assignee shall thereupon become vested with all the powers and rights herein given to Lender with respect thereto. After any such assignment or transfer, Lender shall be forever relieved and fully discharged from any liability or responsibility in the matter with respect to the property transferred, and Lender shall retain all rights and powers hereby given with respect to property not so transferred. Lender may, without the prior consent of Borrower, sell participations to any of Lender’s Affiliates or the Federal Reserve Bank of New York, or one or more banks or other entities, in or to all or a portion of its rights under the Note; provided, however, that in such case Lender shall remain the holder of this Agreement and the Note and accordingly Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights under this Agreement...
Assignment; Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or an undivided portion of all of its Revolving Credit Commitment, Revolving Credit Loans and Term Loans and all Notes held by it); provided, however, that (i) each such assignment shall be of a uniform, and not a varying, undivided percentage of all rights and obligations under and in respect of the Revolving Credit Commitments, Revolving Credit Loans and Term Loans; (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender's rights and obligations under this Agreement, the amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000; (iii) each such assignment shall be to an Eligible Assignee; (iv) no such assignments shall be permitted without the consent of the Agent and the Borrowers (not to be unreasonably withheld) except that if a Default or Event of Default shall have occurred and be continuing, the consent of the Borrowers shall not be required; and (v) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500.
Assignment; Participations a. RZB may assign any or all of the Obligations and may transfer therewith any or all of the Collateral therefor and the transferee shall have the same rights with respect thereto as had RZB. Upon such transfer, RZB shall be released from all responsibility for the Collateral so transferred.
Assignment; Participations. This Agreement shall be binding upon, and shall inure to the benefit of, the Pledgor, the Agent and their respective successors and assigns, except that the Pledgor may not assign or transfer any of its rights or obligations hereunder without the prior written consent of the Agent and the Lenders (and any such assignment or transfer without such consent shall be null and void). Without limiting the generality of the foregoing, each of the Lenders may assign or transfer all or any portion of its rights and obligations under any Facility Document, including without limitation this Agreement, to the extent provided in and subject to the terms of the Credit Agreement, to any other Person, and such other Person shall thereupon become vested with all of the rights and obligations in respect thereof granted to such Lender herein or otherwise. Without limiting the generality of the foregoing, the Pledgor hereby acknowledges that any Lender may sell, grant or assign participation interest(s) in the Notes and in such Lender's rights and obligations in respect of the Facility Documents, including without limitation this Agreement, on the terms and conditions set forth in the Credit Agreement. In the event that any Lender shall sell, grant or assign such participation interest(s), (i) such Lender may, in its sole discretion, disclose financial and other information to prospective participant(s) with respect to the Pledgor, (ii) the Pledgor shall cooperate with such Lender in connection with any such participation and shall execute any and all documents which may be necessary or desirable, in such Lender's or such participant's judgment, to effectuate any such participation(s), and (iii) each representation and agreement made by the Pledgor in this Agreement and the other Facility Documents shall run to the benefit of such participant(s).
Assignment; Participations. Borrower shall not assign its rights or obligations hereunder without Lender's consent. Lender may assign or sell participations in all or any portion of its interest in the Loan or under the Loan Documents to any Person. Lender may disclose to any actual or potential assignee or participant any information that Borrower has delivered to Lender in connection with the Loan Documents; and Borrower shall cooperate fully with Lender in providing that information. If Lender assigns or sells a participation in the Loan or the Loan Documents, the purchaser will have the right of set-off against Borrower.
Assignment; Participations. (a) BNY may assign any or all of the Obligations and may transfer therewith any or all of the Collateral therefor in accordance with the provisions of the Affiliate Loan Agreements and the transferee shall have the same rights with respect thereto as had BNY. Upon such transfer, BNY shall be released from all responsibility for the Collateral so transferred.
Assignment; Participations. (a) Secured Party and/or any Lender may assign its interest in any or all of the Obligations and may transfer therewith any or all of the Collateral therefor in accordance with the provisions of the Credit Agreement and the transferee shall have the same rights with respect thereto as had the transferor, whether the Secured Party or a Lender, as the case may be. Upon such transfer, Secured Party or a Lender, as the case may be, shall be released from all responsibility for the Collateral so transferred.
Assignment; Participations. (a) Borrower shall not, without the prior written consent of the Lenders, be entitled to assign any Loan Document or any of its rights or Obligations thereunder to any other Person and any purported assignment thereof shall be deemed null and void and of no force or effect.
