Lender Assignment Clause Samples
The Lender Assignment clause allows a lender to transfer its rights and obligations under a loan agreement to another party. Typically, this means the lender can sell or assign the loan to another financial institution or investor, often with notice to or consent from the borrower, depending on the agreement's terms. This clause facilitates the lender's ability to manage its loan portfolio and liquidity, ensuring flexibility and risk management in lending arrangements.
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Lender Assignment. (a) For an agreed consideration, TD Bank, N.A. (the “Assignor”) hereby irrevocably sells and assigns to The Toronto-Dominion Bank, New York Branch (the “Assignee”), and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Credit Agreement and the Standard Terms and Conditions set forth in Annex 1 to Exhibit A to the Credit Agreement, which are hereby incorporated by reference and apply mutatis mutandis hereto (the “Standard Terms and Conditions”), as of the Amendment Effective Date (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto (including without limitation any letters of credit), and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Section 10 and in the Standard Terms and Conditions, without representation or warranty by the Assignor.
(b) The sale and assignment set forth in clause (a) above (i) shall be deemed to have been effected by way of, and subject to the terms and conditions of, an Assignment and Assumption, and no other documents or instruments shall be, or shall be required to be, executed in connection with such sale and assignment (all of which are hereby waived), and (ii) shall satisfy the assignment provisions of Section 8.08 of the Credit Agreement.
Lender Assignment. Section 14.6(1) of the Credit Agreement is hereby amended by adding the following as a new Section 14.6(1):
(1) Any Lender may, with the prior written consent of each of the Borrower, each Swingline Lender and the Agent, which consents shall not be unreasonably withheld, conditioned or delayed, assign an interest in its Commitment, its Rateable Portion of the Loans and its rights under the Documents; provided that (a) such consent of (i) the Borrower shall not be required during the continuance of an Event of Default and (ii) the consent of the Borrower, each Swingline Lender and the Agent shall not be required if such assignment is to a Lender or an Affiliate of a Lender, (b) except during the continuance of an Event of Default or except with the consent of the Borrower and the Agent, such consents not to be unreasonably withheld, conditioned or delayed, no Lender shall, without the consent of the Borrower and the Agent, assign an interest in its Commitment if the effect of the same would be to have a Lender with a Commitment of less than U.S.$25,000,000 (such amount to be reduced in proportion to any partial reductions in the Credit Facility), (c) it shall be a precondition to any such assignment that the contemplated assignee Lender shall have paid to the Agent, for the Agent’s own account, a transfer fee of U.S.$3,500.00, and (d) no such assignment shall be made to (i) the Borrower or any of the Borrower’s Affiliates or Subsidiaries or (ii) to a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person). Upon any such assignment, the assigning Lender shall have no further obligation hereunder with respect to such interest. Upon any such assignment, the assigning Lender, the assignee Lender, the Agent and, if applicable, the Borrower shall execute and deliver an Assignment Agreement. Subject to the provisions of Section 9.2(b), the Borrower shall not assign its rights or obligations hereunder without the prior written consent of all of the Lenders.
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, sell or transfer at any time this Note (and any documents relating thereto and any interest therein).
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. 9 Promissory Note
Lender Assignment. The term “LENDER ASSIGNMENT” shall have the same meaning as set forth in Section 10.1.2 of this AGREEMENT.
Lender Assignment. Any Lender may at any time assign to one or more Eligible Assignees (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subparagraph (b) participations in Letter of Credit Liability) at the time owing to it); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund managed by a particular Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date, shall not be less than $10,000,000 (and shall be in an integral multiple of $2,500,000), and, after such assignment, no Lender shall hold a Commitment of less than $5,000,000; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned; (iii) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500 (except in the case of a transfer at the demand of Borrower under Section 9.15, in which case Borrower or the transferee Lender shall pay such fee); and (iv) the assigning Lender shall deliver any Notes evidencing such Loans to Borrower or Administrative Agent (and Administrative Agent shall deliver such Notes to Borrower). Subject to acceptance and recording thereof by Administrative Agent pursuant to subparagraph (c) of this Section 9.13, from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreeme...
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. 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.)