Lender Assignments. Each Lender may, with the consent of the Agent (not to be unreasonably withheld) and, so long as no Event of Default then exists, the Borrower Agent (not to be unreasonably withheld, and not required in connection with an assignment to a Person that is a Lender or an Affiliate of a Lender), assign to one or more Eligible Assignees (or, if an Event of Default has occurred and is continuing, to one or more other Persons) all or a portion of its rights and obligations under this Agreement, the Notes and the other Loan Documents upon execution and delivery to the Agent, for its acceptance and recording in the Register, of an Assignment and Acceptance, together with surrender of any Note or Notes subject to such assignment and a processing and recordation fee payable to the Agent for its account of $3,500. No such assignment shall be for less than Five Million Dollars ($5,000,000) of the Commitments or Loans unless it is to another Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, and each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations in respect of the Commitments and the Loans. Upon the execution and delivery to the Agent of an Assignment and Acceptance and the payment of the recordation fee to the Agent, from and after the date specified as the effective date in the Assignment and Acceptance (the “Acceptance Date”), (i) the assignee thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it under such Assignment and Acceptance, such assignee shall have the rights and obligations of a Lender hereunder and (ii) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it under such Assignment and Acceptance, relinquish its rights (other than any rights it may have under Sections 4.10, 4.11 and 12.4, which shall survive such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).
Lender Assignments. Subject to subsection (d) of this Section, a Lender (with the consent of the Administrative Agent, such consent not to be unreasonably withheld, and the satisfaction of “know your customer” requirements of the Administrative Agent) may proportionately assign all or any portion of its Commitment (if any) and its Loan, and its rights, interests and obligations as “Lender” under this Agreement and the Transaction Documents, (i) if there is no Event of Default: (A) to any Eligible Assignee, collateral agent or collateral trustee, without the consent of Borrower or any other Person (other than the Administrative Agent as set forth above), or (B) otherwise, to (x) any Person (other than a Disqualified Institution) with the consent of the Borrower, which consent shall not be unreasonably withheld, conditioned, or delayed, or (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole and absolute discretion); and (ii) on or after the occurrence and continuation of an Event of Default, (x) to any Person (whether or not an Eligible Assignee) other than a Disqualified Institution without the consent of the Borrower or any Person (other than the Administrative Agent as set forth above), or (y) to any Disqualified Institution with the prior written consent of the Borrower (in its sole and absolute discretion). In connection with any such assignment, such Lender shall have the right, in its sole discretion, to divide and/or credit tranche its Loan (or any portion thereof) in any manner; provided that, subject to Section 7.03 (with respect to any securitization), neither the Borrower nor any other LC Group Member shall be required to take any action in connection therewith, other than, if applicable, with respect to the Borrower’s right to consent to such assignment pursuant to the terms of this Section. Any assignment pursuant to this subsection (e) shall be effective when an Assignment and Assumption Agreement executed by the assignor Lender, assignee Lender and the Administrative Agent has been delivered to the Administrative Agent and recorded in the Register. Notwithstanding the foregoing, if any Regulatory Requirement has made it unlawful for any Lender to make, hold or maintain any Loan hereunder, or otherwise to perform the transactions contemplated to be performed by it pursuant to this Agreement and the other Transaction Documents, then (1) such Lender shall so notify the Borrower and the Administrative Agent; and (2) the ob...
Lender Assignments. Each Lender may assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Credit Agreement, the Revolving Notes and the other Credit Documents (which shall be of a constant and not a varying percentage of the Loans and Commitment assigned), with the consent of the Agent (such consent not to be unreasonably withheld or delayed) 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 F (an "Assignment And Assumption Agreement"), together with surrender of any Revolving Note or Revolving Notes subject to such assignment and a processing and recordation fee of $5,000, such assignment shall be effective and Annex I hereto shall be deemed to be modified accordingly. No such assignment shall be for less than $5,000,000 of the Commitments unless it is to another Lender or is an assignment of all of such Lender's rights and obligations under this Credit Agreement. (This Section does not apply to branches and Affiliates of a Lender, it being understood that a Lender may make, carry or transfer Revolving 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.)
Lender Assignments amend Clause 29 (Changes to Parties) of the Credit Agreement to provide that Lenders may transfer their rights and obligations under the Credit Agreement by way of assignment (subject to equivalent conditionality (including as set out in Clause 29.3 (Transfers by Lenders of the Credit Agreement)) as applies to the regime for transfers by Lenders of their rights and obligations by way of novation under the Credit Agreement and otherwise in accordance with recent Liberty precedent).
Lender Assignments. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Term Loan Commitments and its rights and obligations with respect to its portion of the Term Loan) to:
Lender Assignments. Each Lender, severally and not jointly, hereby agrees that the Lenders’ pro rata shares of the Revolving Loan Commitment and the Term Loan Commitment as of the Restatement Effective Date shall be as set forth on Schedules 1.1 (a) and 1.1(b) attached hereto. The Assigning Lenders and the Assignee Lenders, severally and not jointly, hereby agree, on the Restatement Effective Date, to effect any inter-Lender transfers necessary to cause each Lender to hold the portion of the Revolving Loan Commitment and the portion of the Term Loan set forth beside such Lender’s name on Schedules 1.1(a) and 1.1(b). To the extent necessary to give effect to the provisions of the preceding sentences, each Lender under and as defined in the Original Credit Agreement (to the extent such Lender is assigning Loans in accordance with this subsection 1.1(e), an “Assigning Lender”), severally and not jointly, hereby agrees on the date hereof to sell and to assign to each Lender hereunder (each Lender, in such capacity is referred to herein as an “Assignee Lender”), without recourse, representation or warranty, and each Assignee Lender, severally and not jointly, hereby purchases and assumes from the applicable Assigning Lender, a percentage interest in the Revolving Loan Commitment and the Term Loan in amounts required to give effect to the pro rata shares set forth on Schedules 1.1(a) and 1.1(b) hereto. Upon the effectiveness of the assignments and acceptances described in this subsection 1.1(e), the Agent shall thereafter make all payments in respect of the interests assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee Lenders. The Lenders shall make all appropriate adjustments in payment for periods prior to the effectiveness of the assignment and acceptance described in this subsection 1.1(e) by the Agent or with respect to the making of this assignment directly between themselves.
Lender Assignments. Prior to commencement of construction, the Developer shall provide adequate documentation to the City that all agreements relating to the construction of the Project including construction contracts, architectural and engineering contracts, management contracts, hotel license agreements (to the extent permitted by Licensor), Xxxxxxxxxx Reimbursement Agreements, Michigan Business Tax Credits, building permits, and any and all rights under this Agreement (all to the extent assignable) are assigned to Developer’s construction lender in the event of default by Developer. The Developer shall be required to clear, fill, grade, landscape, or otherwise stabilize and make safe the Project site should the Developer, absent Enforced Delays: (i) cease construction for a continuous period of more than three (3) months, or (ii) fail to complete construction of the Infrastructure Improvements within twenty-four (24) months of issuance of the permits or such additional time as authorized by the building official, or the City may use the Performance Bond to either complete the infrastructure or restore the sites if construction is partially completed. Developer shall have forty five (45) business days to cure any default after notice of the same.
Lender Assignments. Prior to commencement of construction, the Developer shall provide adequate documentation to the City that all agreements relating to the construction of the Project including construction contracts, architectural and engineering contracts, management contracts, hotel license agreements (to the extent permitted by Licensor), Xxxxxxxxxx Reimbursement Agreements, Michigan Business Tax Credits, building permits, and any and all rights under this Agreement, are assigned to Developer’s construction lender in the event of default by Developer. Developer shall be required to clear, fill, grade, landscape, or otherwise stabilize and make safe the Project site should the Developer, absent Governmental/Enforced Delays: (i) fail to complete demolition of the existing structures within three (3) months after commencement of infrastructure construction, (ii) cease construction for a continuous period of more than three (3) months, or (iii) fail to complete construction within twenty-four (24) months of issuance of the permits or such additional time as authorized by the building official City may use the performance bonds or letter of credit to either complete the infrastructure, demolish the existing buildings on lots A or B, or restore the sites if buildings are left partially constructed. Developer shall have forty five (45) business days to cure any default after notice of the same.
Lender Assignments. Each Lender may assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Credit Agreement, the Revolving Notes and the other Credit Documents, with the consent of the Agent; 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 K (an "Assignment and Assumption Agreement"), together with surrender of any Revolving Note or Revolving Notes subject to such assignment and a processing and recordation fee of $3,500. No such assignment shall be for less than $10,000,000 of the Commitments unless it is to another Lender or is an assignment of all of such Lender's rights and obligations under this Credit Agreement. (This Section does not apply to branches and Affiliates of a Lender, it being understood that a Lender may make, carry or transfer Revolving 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).
Lender Assignments. Each Lender may assign to one or ------------------ more banks or other financial institutions all or a portion of its rights and obligations under this Credit Agreement, the Revolving Notes and the other Credit Documents, with the consent of the Agent and the consent of the Borrower (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 L (an "Assignment and Assumption Agreement"), together with surrender of any Revolving Note or Revolving Notes subject to such assignment and a processing and recordation fee of $2,500. No such assignment shall be for less than $5,000,000 of the Commitments unless it is to another Lender. (This Section does not apply to branches and Affiliates of a Lender, it being understood that a Lender may make, carry or transfer Revolving Loans at or for the account of any of its branch offices or Affiliates without consent of the Borrower, the Agent or any other Lender.)
