Common use of Lender Assignment Clause in Contracts

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. Section 14.6(1Lender, at any time with not less than fifteen (15) days’ prior written notice to Borrower, may sell, transfer, assign, grant a participation in, and/or grant a security interest in all or any part of Lender's interest in the Loan, any payments due with respect thereto, this Agreement and any Transaction Documents (each, 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 rights to which any such Lender Transfer relates. In such event, Lender Assignee shall have all of the Credit Agreement is hereby amended by adding the following as a new Section 14.6(1): (1) Any Lender mayrights, with the prior written consent of each 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 Notes) constitutes "Chattel Paper" as defined by the UCC; the original counterpart of this Agreement (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, each Swingline 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 the Agent, which consents any related remedies. Borrower shall not be unreasonably withheldassert against any Lender Assignee any claim that Borrower may have against Lender; provided, conditioned or delayedhowever, assign an interest that Borrower may assert any such claim in its Commitmenta separate action against Lender. Upon written notice of a Lender Transfer, its Rateable Portion of the Loans and its rights under the Documents; provided that (a) such consent of Borrower shall: (i) promptly execute and deliver to Lender or to such Lender Assignee an acknowledgment of such Lender Transfer in form and substance satisfactory to the Borrower shall not be required during requesting party, an insurance certificate adding the continuance of Lender Assignee as loss payee and/or an Event of Default additional insured, and such other documents and assurances, including estoppel certificates, as are reasonably requested by Lender or such Lender Assignee; and (ii) comply with all other reasonable requirements of any such Lender Assignee in connection with any such Lender Transfer. Following such Lender Transfer, the consent term “Lender” shall be deemed to include or refer to each Lender Assignee, as appropriate under the circumstances. Without limiting the foregoing, if a Lender Transfer is made to a partnership or trust, the 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 Borrower, each Swingline partnership or trust. Borrower will provide reasonable assistance to 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 complete any partial reductions in the Credit Facility), (c) it shall be a precondition to any such assignment that the transaction 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 by this Section 9.2(b), the Borrower shall not assign its rights or obligations hereunder without the prior written consent of all of the Lenders6.1.

Lender Assignment. Section 14.6(1) Lender may assign or transfer the Loan and/or the Loan Documents or sell all or a portion of the Credit Agreement is hereby amended by adding the following as Loan or securitize all or a new Section 14.6(1): (1) Any Lender may, with the prior written consent of each portion of the Borrower, each Swingline Lender and Loan in one or more transactions through the Agent, which consents shall not be unreasonably withheld, conditioned issuance of participation interests or delayed, assign an interest in its Commitment, its Rateable Portion the issuance of mortgage pass-through certificates or other securities evidencing ownership of all or a portion of the Loans and its rights under Loan or beneficial interests in 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 BorrowerLoan, each Swingline Lender and the Agent shall not be required if such assignment is in one or more rated or unrated public or private transactions to a Lender third party or an Affiliate of parties (each, a Lender, (b"Covered Transaction") 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 or Notice to Borrower. In any Covered Transaction, one or more of such assignees or transferees may be assigned the Borrower rights of Lender hereunder, and such assignee or transferee will succeed to the rights and obligations of Lender under the Loan Documents, and the Agent, assign an interest in its Commitment if assigning Lender will be automatically released from any obligations under this Agreement and/or the effect other Loan Documents upon assumption by the assignee of the same would be assigning Lender's obligations under this Agreement. Borrower agrees that, upon request, it will cooperate with Lender and use its reasonable efforts to have a Lender with a Commitment facilitate the consummation of less than U.S.$25,000,000 (such amount to be reduced in proportion to any partial reductions in the Credit Facility)each Covered Transaction, including, (ca) it shall 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 a precondition 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 assignment that the contemplated assignee Covered Transaction, all documents and information which Lender shall have paid now has or may hereafter acquire relating to the AgentLoan, for Borrower, Borrower Parties, Guarantor and/or 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 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. Borrower agrees that Lender may disclose such information as it deems necessary or advisable regarding the Loan, Borrower’s Affiliates or Subsidiaries or (ii) to a natural person (or a holding company, investment vehicle or trust forany Guarantor, any Borrower Party and/or the Property in connection with any disclosure required by Lender, or owned and operated for as may be required by any applicable federal or state securities or other disclosure Laws or as may be necessary in connection with 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 preparation of audited or unaudited financial statements of 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. 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 maymay at any time, with the prior written consent of each of the Borrowernotice to, 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, but without the consent of the Borrower and the Agentof, 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 Guarantor, sell, transfer, assign, grant a participation in, and/or grant a security interest in all or any part of Lender’s interest in the Borrower’s Affiliates or Subsidiaries or Loan, any payments due with respect thereto, this Master Agreement and any Transaction Documents (iieach, a “Lender Transfer”); provided, that Lender not consummate a Lender Transfer to (A) to a any natural person (or a holding any company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural personperson or relative(s) thereof, or (B) any person who is a competitor of the Borrower or any Guarantor or any affiliate of the foregoing, in each case, without prior written approval of Borrower (it being acknowledged and agreed that a financial institution or other finance company or business entity whose primary business is to provide financing or other financial accommodations is not a competitor of Borrower); provided that, notwithstanding anything to the contrary in Section 1.5, if such Lender Transfer would be materially detrimental to Borrower (in the reasonable judgment of B▇▇▇▇▇▇▇), Borrower may prepay in full within thirty (30) days of such Lender Transfer the applicable Note or Notes, without paying any Prepayment Premium (or any other penalty or premium). Upon any such assignmentAny purchaser, the assigning transferee, assignee or secured party of Lender subject to a Lender Transfer permitted hereunder (each a “Lender Assignee”) shall have no further obligation and may exercise all of L▇▇▇▇▇’s rights hereunder with respect to the Loan, any payments due with respect thereto, this Master Agreement and any Transaction Documents, the Lien of Lender on the Collateral, and/or the other property or rights to which any such interestLender Transfer relates. In such event, Lender Assignee shall have all of 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 L▇▇▇▇▇ ▇▇▇▇▇▇▇▇. 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. Each Loan Schedule, as it incorporates this Master Agreement, and the related Note shall collectively constitute “Chattel Paper” as defined by the UCC; the original counterpart of a Loan Schedule and the related Note designated by L▇▇▇▇▇ 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 L▇▇▇▇▇’s right to enter into a 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 L▇▇▇▇▇; provided, however, that Borrower may assert any such claim in a separate action against L▇▇▇▇▇. Upon any such assignmentwritten notice of a Lender Transfer, the assigning Lender, the assignee Lender, the Agent and, if applicable, the Borrower shall shall: (i) promptly execute and deliver to Lender or to such Lender Assignee an Assignment Agreement. Subject acknowledgment of such Lender Transfer in form and substance reasonably satisfactory to the provisions requesting party, an insurance certificate adding the Lender Assignee as loss payee and/or an additional insured, and such other documents and assurances, including estoppel certificates, as are reasonably requested by Lender or such Lender Assignee; and (ii) comply with all other reasonable requirements of Section 9.2(b)any such Lender Assignee in connection with any such Lender Transfer. Lender shall promptly deliver to Borrower the information necessary for Borrower to maintain the Register regarding any Lender Transfer and any Lender Assignee. Following such Lender Transfer, the Borrower term “Lender” shall not assign its rights be deemed to include or obligations hereunder without refer to each Lender Assignee, as appropriate under the prior written consent of all circumstances. Without limiting the foregoing, if a Lender Transfer is made to a partnership or trust, the 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 Lenderspartnership or trust. Borrower will provide reasonable assistance to Lender to complete any transaction contemplated by this Section 6.1.

Lender Assignment. Section 14.6(1) of the Credit Agreement is hereby amended by adding the following 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 Section 14.6(1): Lease obtained pursuant to section 8.1(h) below (1) Any Lender maythe “New Lease”), with the prior written consent of each of the Borrower, each Swingline Lender and the Agent, which consents such Leasehold Mortgage lender’s right to assign or transfer this Lease or such new Lease 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 subject to any partial reductions restriction. In the event Leasehold Mortgage lender subsequently assigns or transfers its interest under this Lease after acquiring it by foreclosure or deed in the Credit Facility)lieu of foreclosure or subsequently assigns or transfers its interest under any New Lease, (c) it shall be a precondition to and in connection with any such assignment that or transfer Leasehold Mortgage lender takes back a mortgage or deed of trust encumbering such Leasehold interest to secure a portion of the contemplated assignee Lender shall have paid purchase price given to the Agent, Leasehold Mortgagee for the Agent’s own account, a transfer fee of U.S.$3,500.00, and (d) no such assignment or transfer, then such mortgage or deed of trust shall be made considered a Leasehold Mortgage as contemplated under this section 8 and Leasehold Mortgage lender shall be entitled to (i) receive the Borrower or any benefit of the Borrower’s Affiliates or Subsidiaries or (ii) to holder of a natural person (or Leasehold Mortgage. Any purchaser at a holding companyforeclosure sale, investment vehicle or trust forother than a Leasehold Mortgage lender, or owned must assume this Lease and operated for the primary benefit of, a natural person). Upon any such assignment, the assigning Lender it shall have no further obligation hereunder with 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 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 purchaser acquires title 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 LendersTenant’s interest in this Lease.