Common use of Lender Assignment Clause in Contracts

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 the Loans at the time owing to it); provided that: (i) the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, (ii) 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 $5,000,000 (and shall be in an integral multiple of $1,000,000.00), and, after such assignment, no Lender shall hold a Commitment of less than $10,000,000 (unless, in the case of an assigning Lender, such Lender shall have assigned all of its Loans and Commitments); (iii) 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; (iv) 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 $3,500.00 (except in the case of a transfer at the demand of Borrower under Section 9.15 hereof, in which case Borrower or the transferee Lender shall pay such fee), (v) the assigning Lender shall deliver any Notes evidencing such Loans to Borrower or Administrative Agent (and Administrative Agent shall deliver such Notes to Borrower) and (vi) such Lender shall simultaneously assign a proportionate part of its Commitments and Loans (each as defined in the Revolving Credit Agreement) under the Revolving Credit Agreement to the assignee Lender. 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 Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of and be subject to the obligations under Sections 2.16, 2.19, 2.20, 9.6 and 9.7 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, and upon surrender by the assigning Lender of its Note, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender, and the applicable existing Note or Notes shall be returned to Borrower. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subparagraph (d) of this Section 9.13.

Lender Assignment. Any Lender may at 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 time assign to one transfer in lieu of foreclosure, or more Eligible Assignees (eachthrough settlement of or arising out of any pending or contemplated foreclosure action, an “Assignee”) all or a portion of its rights and obligations in the event Leasehold Mortgage lender becomes Tenant under this Agreement Lease or any new Lease obtained pursuant to section 8.1(h) below (including all 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 Loans at the time owing purchase price given to it); provided that: (i) the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of Leasehold Mortgagee for such assignment or (2) transfer, then such assignment is 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 a Lender, an Affiliate receive the benefit of the holder of a Lender or an Approved FundLeasehold Mortgage. Any purchaser at a foreclosure sale, (ii) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment other than a Leasehold Mortgage lender, must assume this Lease 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 $5,000,000 (and shall be in an integral multiple of $1,000,000.00), and, after such assignment, no Lender shall hold a Commitment of less than $10,000,000 (unless, in the case of an assigning Lender, such Lender shall have assigned all of its Loans and Commitments); (iii) 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 no right in respect to the Loans or Premises unless it so assumes and delivers a duplicate original of the Commitment assigned; assumption agreement (ivto be executed in form for recording) 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 $3,500.00 within ten (except in the case of a transfer at the demand of Borrower under Section 9.15 hereof, in which case Borrower or the transferee Lender shall pay 10) business days after such fee), (v) the assigning Lender shall deliver any Notes evidencing such Loans to Borrower or Administrative Agent (and Administrative Agent shall deliver such Notes to Borrower) and (vi) such Lender shall simultaneously assign a proportionate part of its Commitments and Loans (each as defined in the Revolving Credit Agreement) under the Revolving Credit Agreement purchaser acquires title to the assignee Lender. Subject to acceptance and recording thereof by Administrative Agent pursuant to subparagraph (c) of Tenant’s interest in 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 Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of and be subject to the obligations under Sections 2.16, 2.19, 2.20, 9.6 and 9.7 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, and upon surrender by the assigning Lender of its Note, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender, and the applicable existing Note or Notes shall be returned to Borrower. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subparagraph (d) of this Section 9.13Lease.

Lender Assignment. Any Lender may at any time assign to one or more Eligible Assignees (each, an “Assignee”) all transfer the Loan and/or the Loan Documents or a portion of its rights and obligations under this Agreement (including sell all or a portion of the Loans at Loan or securitize all or a portion of the time owing 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 it); provided that: a third party or parties (ieach, a "Covered Transaction") without the prior written consent of the Borrower (such consent not or Notice to be unreasonably withheldBorrower. In any Covered Transaction, conditioned one or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time more of such assignment assignees or (2) transferees may be assigned the rights of Lender hereunder, and such assignment is assignee or transferee will succeed to a Lender, an Affiliate of a Lender or an Approved Fund, (ii) 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 $5,000,000 (and shall be in an integral multiple of $1,000,000.00), and, after such assignment, no Lender shall hold a Commitment of less than $10,000,000 (unless, in the case of an assigning Lender, such Lender shall have assigned all of its Loans and Commitments); (iii) 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; (iv) 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 $3,500.00 (except in the case of a transfer at the demand of Borrower under Section 9.15 hereof, in which case Borrower or the transferee Lender shall pay such fee), (v) the assigning Lender shall deliver any Notes evidencing such Loans to Borrower or Administrative Agent (and Administrative Agent shall deliver such Notes to Borrower) and (vi) such Lender shall simultaneously assign a proportionate part of its Commitments and Loans (each as defined in the Revolving Credit Agreement) under the Revolving Credit Agreement to the assignee Lender. 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 Agreementthe Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, will be automatically released from its any obligations under this Agreement (and, in and/or the case of an Assignment and Assumption Agreement covering all other Loan Documents upon assumption by the assignee of the assigning Lender’s rights and '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 shall cease may forward to be a party hereto but shall continue each potential purchaser, transferee, assignee, any entity appointed by Lender to be entitled 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 benefits 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 be subject clear of any claims of offset, counterclaim or defense that are unrelated to the obligations under Sections 2.16Loan or the Loan Documents that Borrower may otherwise claim against any assignor, 2.19, 2.20, 9.6 and 9.7 hereof with respect to facts and circumstances occurring prior to the effective date of no such assignment); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any unrelated claim of offset, counterclaim or defense will be asserted by Borrower in any party hereunder arising from action or proceeding brought by any such assignee under any of the Loan Documents. Borrower agrees that Lender’s having been a Defaulting Lender. Upon requestLender may disclose such information as it deems necessary or advisable regarding the Loan, and upon surrender Borrower, any Guarantor, any Borrower Party and/or the Property in connection with any disclosure required by the assigning Lender of its Note, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender, and or as may be required by any applicable federal or state securities or other disclosure Laws or as may be necessary in connection with the applicable existing Note preparation of audited or Notes shall be returned to Borrower. Any assignment or transfer by a Lender unaudited financial statements of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subparagraph (d) of this Section 9.13Lender.

Lender Assignment. Any Lender may Lender, at any time assign with not less than fifteen (15) days’ prior written notice to one Borrower, may sell, transfer, assign, grant a participation in, and/or grant a security interest in all or more Eligible Assignees any part of Lender's interest in the Loan, any payments due with respect thereto, this Agreement and any Transaction Documents (each, an “a "Lender Transfer"). Any purchaser, transferee, assignee or secured party of Lender (each a "Lender Assignee”") shall have and may exercise all of Lender's rights hereunder with respect to the Loan, any payments due with respect thereto, this Agreement and any Transaction Documents, the Lien of Lender on the Collateral, and/or the other property or a portion rights to which any such Lender Transfer relates. In such event, Lender Assignee shall have all of its the rights, but none of the obligations (unless expressly and to the extent assumed by such Lender Assignee in writing) with respect the property or rights subject to the Lender Transfer. Lender shall be relieved of any obligations of Lender that have been assumed by Lender Assignee. Borrower acknowledges that Lender Transfers do not materially change Borrower’s Obligations under the Loan or Transaction Documents nor materially increase the burdens or risks imposed on Borrower. This Agreement (together with any Loan Schedules and obligations under Notes) constitutes "Chattel Paper" as defined by the UCC; the original counterpart of this Agreement (including all together with any Loan Schedules and Notes) designated by Lender in writing as the sole original shall constitute the sole original counterpart; and no security interest can be perfected by possession of any other duplicate original or counterpart, whether or not signed by the parties. Borrower acknowledges that Lender’s right to enter into an Lender Transfer is essential to Lender and, accordingly, waives any restrictions under Applicable Laws with respect to any Lender Transfer and any related remedies. Borrower shall not assert against any Lender Assignee any claim that Borrower may have against Lender; provided, however, that Borrower may assert any such claim in a portion separate action against Lender. Upon written notice of the Loans at the time owing to it); provided thata Lender Transfer, Borrower shall: (i) the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, (ii) 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 $5,000,000 (and shall be in an integral multiple of $1,000,000.00), and, after such assignment, no Lender shall hold a Commitment of less than $10,000,000 (unless, in the case of an assigning Lender, such Lender shall have assigned all of its Loans and Commitments); (iii) 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; (iv) the parties to each assignment shall promptly execute and deliver to Administrative Agent Lender or to such Lender Assignee an Assignment acknowledgment of such Lender Transfer in form and Assumption Agreementsubstance satisfactory to the requesting party, together with a processing an insurance certificate adding the Lender Assignee as loss payee and/or an additional insured, and recordation fee of $3,500.00 (except in the case of a transfer at the demand of Borrower under Section 9.15 hereofsuch other documents and assurances, in which case Borrower including estoppel certificates, as are reasonably requested by Lender or the transferee such Lender shall pay such fee), (v) the assigning Lender shall deliver any Notes evidencing such Loans to Borrower or Administrative Agent (and Administrative Agent shall deliver such Notes to Borrower) Assignee; and (viii) comply with all other reasonable requirements of any such Lender Assignee in connection with any such Lender Transfer. Following such Lender Transfer, the term “Lender” shall simultaneously assign a proportionate part of its Commitments and Loans (be deemed to include or refer to each Lender Assignee, as defined in the Revolving Credit Agreement) appropriate under the Revolving Credit Agreement circumstances. Without limiting the foregoing, if a Lender Transfer is made to a partnership or trust, the assignee term "Lender" as used herein shall mean and include the partnership or trust and shall also include, where applicable, each partner in or beneficiary of the partnership or trust. Subject Borrower will provide reasonable assistance to acceptance and recording thereof Lender to complete any transaction contemplated 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 Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of and be subject to the obligations under Sections 2.16, 2.19, 2.20, 9.6 and 9.7 hereof with respect to facts and circumstances occurring prior to the effective date of such assignment); provided that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, and upon surrender by the assigning Lender of its Note, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender, and the applicable existing Note or Notes shall be returned to Borrower. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subparagraph (d) of this Section 9.136.1.