Participations and Assignments Sample Clauses
The Participations and Assignments clause governs how parties to an agreement may transfer their rights or obligations to third parties. Typically, it outlines the conditions under which a party can assign its interests, such as requiring prior written consent from the other party or limiting assignments to affiliates or financial institutions. This clause ensures that all parties are aware of and agree to any changes in the contractual relationship, thereby maintaining control over who is involved in the agreement and preventing unwanted or unapproved transfers.
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Participations and Assignments. (a) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that the Borrower may not, without the prior consent of the Banks, assign its rights or obligations hereunder or under any other Loan Document and the Banks shall not be obligated to make any Loan hereunder to any entity other than the Borrower.
(b) Any Bank may sell to any bank, financial institution or institutions or other entity, and such bank, financial institution or institutions or other entity may further sell, a participation interest (undivided or divided) in, the Loans and such Bank's rights and benefits under this Agreement, the Notes and the Guaranties, and to the extent of that participation interest such participant or participants shall have the same rights and benefits against the Borrower under Section 2.15 and 2.17 as it or they would have had if such participant or participants were the Bank making the Loans to the Borrower hereunder, provided, however, that (i) such Bank's obligations under this Agreement shall remain unmodified and fully effective and enforceable against such Bank, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Bank shall remain the holder of its Notes for all purposes of this Agreement, (iv) the Borrower, the Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement, and (v) such Bank shall not grant to its participant any rights to consent or withhold consent to any action taken by such Bank or the Agent under this Agreement other than action requiring the consent of all of the Banks hereunder.
(c) Each Bank may, with the prior consent of the Agent, assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Loans owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations, (ii) except in the case of an assignment of all of a Bank's rights and obligations under this Agreement, (A) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such a...
Participations and Assignments. (a) The Warranty Provider may assign its obligations under this Agreement and any other Transaction Document to which it is a party to (i) its ultimate parent company ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc. (together with any successor entity, “ML & Co.”) or an Affiliate of the Warranty Provider or ML & Co. without the prior consent of the Fund or the Adviser, provided, (A) such Affiliate has the same or better long-term unsecured credit rating as the Warranty Provider, (B) such Affiliate assumes all of the obligations of the Warranty Provider hereunder, including without limitation, the obligation to provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement, and (C) such assignment shall not reasonably be expected to have an Adverse Effect on the Fund and (ii) any other Person, subject to the prior consent of the Fund and the Adviser, in their sole discretion; provided that, if such Affiliate does not meet both criteria set forth in (A) and (B) requiring that it have the same or better long-term unsecured credit rating as the Warranty Provider and/or provide audited financial statements prepared in accordance with applicable standards for filing an exhibit to the Fund’s Registration Statement (the “Assignee Criteria”), then such Affiliate may still be an assignee provided that (i) another Affiliate (the “Guarantor Affiliate”) guarantees the Affiliate’s obligations under the Agreement and (ii) such Guarantor Affiliate meets the Assignee Criteria. Prior to any such assignment taking effect, any applicable conditions with respect to the Warranty Provider set forth in Section 2.3 shall have been fulfilled by such Affiliate assignee or waived by the Fund or the Adviser.
(b) The Warranty Provider shall have the right to issue participations in its rights under this Agreement with respect to the Financial Warranty; provided, that the Warranty Provider agrees that any such disposition will not alter or affect in any way whatsoever the Warranty Provider’s direct obligations hereunder and under the Financial Warranty, including consent and approval requirements; and provided further, that the Warranty Provider provides the Trust with all information reasonably requested by the Trust in order to meet its disclosure obligations under the Registration Statement.
(c) The Adviser may assign its obligations under the Investment Management Agreement to its Affiliate subject to the prior consent of th...
Participations and Assignments. Lender shall have the right to assign this Security Instrument and/or any of the Loan Documents, and to transfer, assign or sell participations and subparticipations (including blind or undisclosed participations and subparticipations) in the Loan Documents and the obligations hereunder to any Person; provided, however, that no such participation shall increase, decrease or otherwise affect either Borrower’s or Lender’s obligations under this Security Instrument or the other Loan Documents.
Participations and Assignments. Payee and each other Holder reserves the right, exercisable in such Holder’s discretion and without notice to Maker or any other person, to sell participations, assign interests or both, in all or any part of this note or the debt evidenced by this note, in accordance with the Credit Agreement.
Participations and Assignments. The Payee reserves the right to sell participations, assign interests or both, in all or any part of this Note or the debt evidenced by this Note, in accordance with the Credit Agreement.
Participations and Assignments. The Lender shall have the right, without the consent of the Borrower, to sell participations to one or more banks or other entities in, or assignments of, all or any portion of its rights, obligations, and interest under this Agreement, the Liabilities and any of the Financing Agreements. The Lender may furnish any information concerning the Borrower in the possession of the Lender from time to time to participants (including prospective participants).
Participations and Assignments. The Lender shall have the right, without the consent of the Borrowers, to sell participations in, or assignments of, all or any portion of its rights and interest under this Agreement, the Liabilities and any of the Financing Agreements. The Lender may furnish any information concerning the Borrowers in the possession of the Lender from time to time to participants (including prospective participants) provided that such Person agrees to comply with Section 11.21. In addition and without limiting the foregoing, Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest.
Participations and Assignments. The holder of any Notes (as defined in the Indenture) issued pursuant to the Indenture (or, if any holder of any Notes issued pursuant to the Indenture sells one or more participations in such Notes, or assigns a portion of such Notes or otherwise enters into any arrangement whereby one or more entities have rights by, through, or with, such holder with respect to the security interest created pursuant to the Reimbursement Assignments and Pledge, any such participants and assignees) shall benefit under this Agreement solely through (and the rights of any such participants and assignees shall be derived solely from) Assignee and Indenture Trustee. ▇▇▇▇▇▇▇ Mac’s only obligations relative to the Reimbursement Assignments and Pledge are as expressly set forth in this Agreement, and (i) ▇▇▇▇▇▇▇ Mac shall have no liability to, and no obligation hereunder to deal with, any holder of, or any such participant or assignee in, the Notes made pursuant to the Indenture, and (ii) Servicer hereby indemnifies ▇▇▇▇▇▇▇ Mac from and against any and all loss, costs, damages and expenses (including, without limitation, attorneys’ fees and costs) arising out of or relating to any claim made by any such holder, participant or assignee in a manner other than as described in this Section 8.
Participations and Assignments. Bank shall have the right to enter into one or more participation with other lenders with respect to the Obligations and to assign to one or more assignees all or a portion of its interest, rights and obligations under the Loan Documents. Upon prior notice to Borrower of such participation or assignment, Borrower shall thereafter furnish to such participant or assignee any information furnished by Borrower to Bank pursuant to the terms of the Loan Documents. Nothing in this Agreement or any other Loan Document shall prohibit Bank from pledging or assigning this Agreement and Bank’s rights under any of the other Loan Documents, including collateral therefor, to any Federal Reserve Bank in accordance with applicable law.
Participations and Assignments. Borrowers hereby acknowledge and ------------------------------ agree that Bank may at any time: (a) grant participations in all or any portion the Commitment or the Loan or the Note or of its right, title and interest therein or in or to this Agreement (collectively, "Participations") to any other lending office or to any other bank, lending institution or other entity which has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants"); provided, however, that: (i) all amounts payable by Borrowers hereunder shall be determined as if Bank had not granted such Participation; and (ii) any agreement pursuant to which Bank may grant a Participation: (x) shall provide that Bank shall retain the sole right and responsibility to enforce the obligations of Borrowers hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (y) such participation agreement may provide that Bank will not agree to any modification, amendment or waiver of this Agreement without the consent of the Participant if such modification, amendment or waiver would reduce the principal of or rate of interest on the Loan or postpone the date fixed for any payment of principal of or interest on the Loan; and (z) shall not relieve Bank from its obligations, which shall remain absolute, to make Advances hereunder; and (b) assign all or any portion of its rights under the Loan, including an assignment to a Federal Reserve Bank. Borrowers may not assign or transfer their rights or obligations hereunder to any other party, including by operation of law, without the express written consent of Bank.