Transfers and Participations. Any Lender may, at any time, sell, transfer, assign or grant participations in the Obligations or any portion thereof; and such Lender may forward to each transferee and each prospective transferee all documents and information relating to such obligations, whether furnished by the Borrower or otherwise obtained, as such Lender determines necessary or desirable. The Borrower agrees that each transferee, regardless of the nature of any transfer to it, may exercise all rights (including, without limitation, rights of set-off) with respect to the Obligations held by it as fully as if such transferee were the direct holder thereof, subject to any agreements between such transferee and the transferor to such transferee. Each Lender agrees that each such transferee shall assume all of the obligations of the assigning Lender pursuant to the Credit Agreement Documents.
Transfers and Participations. Lenders will have the right to transfer or sell participations in their loans or commitments with the transferability of voting rights in the case of participations limited to changes in principal, rate, fees and term. Assignments, which must be in amounts of at least $5 million, will be allowed with the consent of the Administrative Agent and (so long as no Event of Default as to it has occurred and is continuing) the Borrower (such consent not to be unreasonably withheld); provided that assignments will be allowed within the Lender group and to a Lender’s affiliates without any consent requirement. In connection with each assignment, the assignor Lender will pay the Administrative Agent a $3,500 processing fee. Required Lenders: Majority of the aggregate amount of the commitments.
Transfers and Participations. Subject to Section 2.05 of the Indenture, Lender may transfer, and/or grant participations in, without notice to or the consent of Borrower or any other Person, the Loan, the Loan Documents or the Bonds at any time, in whole or in part. Lender may, without notice to or the consent of, Borrower or any other Person, furnish any transferee or participant or any prospective transferee or participant with all documents and information relating to Borrower, any Partner, any Guarantor, the Loan, the Bonds and/or the Loan Documents or any of them that Lender deems advisable in connection therewith. Borrower’s indemnity obligations under the Loan Documents shall also apply with respect to any actual or prospective transferee and/or participant and the directors, officers, agents and employees of any such transferee and/or participant. Borrower, its Partners and the Guarantor or any of its or their respective Affiliates or subsidiaries shall not be given an opportunity to be a transferee, assignee, purchaser or participate under any circumstances without the prior written consent of Lender, which may be withheld in its sole and absolute discretion. In the event of any such transfer, assignment, sale or participation, Lender and the parties to such transaction shall share in the rights and obligations of Lender as set forth in the Loan Documents only as and to the extent they agree among themselves. In connection with any such transfer, assignment, sale or participation, Borrower further agrees that the Loan Documents shall be sufficient evidence of the obligations of Borrower to each transferee, assignee, purchaser, or participant, and upon written request by the Lender, Borrower shall enter into such amendments or modifications to the Loan Documents as may be reasonably required by Lender or U.S. Bank in order to evidence any such transfer, assignment, sale or participation, as the case may be. Borrower shall not have any right to consent to any transfer and/or grant of participations in the Loan or the Loan Documents. There are no restrictions on the type of assignee/participant to whom Lender may transfer its interest. Lender and/or U.S. Bank may provide information to prospective transferees in advance of a transfer without Borrower’s consent.
Transfers and Participations. (a) A material inducement to Lender’s willingness to complete the transactions contemplated by this Agreement and the other Loan Documents is Borrowers’ agreement that Lender may, at any time, complete a Transfer or Participation with respect to the Revolving Credit Note, Term Loan Note or any of the other Loan Documents, or any or all servicing rights with respect thereto.
Transfers and Participations. The Lender may, at any time, sell, transfer, assign or grant participations in the Obligations, provided that the Obligations, if transferred by the Lender other than by participation, shall be transferred only as a whole; and the Lender may forward to such Transferee and each prospective Transferee all documents and information relating to such Obligations, whether furnished by the Borrowers or otherwise obtained, as the Lender determines necessary or desirable. The Borrowers agree that such Transferee, other than a participant, may exercise all rights (including, without limitation, rights of set-off) with respect to the Obligations held by it as fully as if such Transferee were the direct holder thereof, subject to any agreements between such Transferee and the transferor to such Transferee.
Transfers and Participations. The Bank may, at any time, sell, transfer, assign or grant participations in the Obligations or any portion thereof; and the Bank may forward to each transferee and each prospective transferee all documents and information relating to such Obligations, whether furnished by the Borrower or otherwise obtained, as the Bank determines necessary or desirable so long as responsibility, administrative or otherwise, for the Loan remains with the Bank. The Borrower agrees that each transferee, regardless of the nature of any transfer to it, may exercise all rights (including, without limitation, rights of set-off) with respect to the Obligations held by it as fully as if such transferee were the direct holder thereof, subject to any agreements between such transferee and the transferor to such transferee. The Bank agrees that each such transferee shall assume all of the obligations of the Bank pursuant to the Loan Documents.
Transfers and Participations. (a) Each Bank shall have the right to sell, assign or transfer all or any part of its Note or Notes, its Commitments and its rights and obligations hereunder to one or more Affiliates, Banks, financial institutions, pension plans, insurance companies, investment funds, or similar Persons who are Eligible Assignees or to a Federal Reserve Bank; provided, that in connection with each sale, assignment or transfer (other -------- than to an Affiliate, a Bank or a Federal Reserve Bank), the applicable Bank will consider the opinion and recommendation of Borrower, which opinion and recommendation shall in no way be binding upon such Bank, and each such sale, assignment, or transfer (other than to an Affiliate, a Bank or a Federal Reserve Bank), shall require the consent of Agent, which consent will not be unreasonably withheld, and the assignee, transferee or recipient shall have, to the extent of such sale, assignment, or transfer, the same rights, benefits and obligations as it would if it were such Bank and a holder of such Note, Commitments and rights and obligations, including, without limitation, the right to vote on decisions requiring consent or approval of all Banks or Majority Banks and the obligation to fund its Commitments; provided, further, that (1) each such sale, assignment, or transfer (other than to an Affiliate, a Bank or a Federal Reserve Bank) shall be in an aggregate principal amount not less than $5,000,000, (2) each remaining Bank shall at all times maintain Commitments then outstanding in an aggregate principal amount at least equal to $5,000,000; (3) each such sale, assignment or transfer shall be of a Pro Rata portion of such Bank's Revolving Commitment, (4) no Bank may offer to sell its Note or Notes, Commitments, rights and obligations or interests therein in violation of any securities laws; and (5) no such assignments (other than to a Federal Reserve Bank) shall become effective until the assigning Bank and its assignee delivers to Agent and Borrower an Assignment and Acceptance and the Note or Notes subject to such assignment and other documents evidencing any such assignment. An assignment fee in the amount of $5,000 for each such assignment (other than to an Affiliate, a Bank or the Federal Reserve Bank) will be payable to Agent by assignor or assignee. Within five (5) Business Days after its receipt of copies of the Assignment and Acceptance and the other documents relating thereto and the Note or Notes, the Borrower shall exec...
Transfers and Participations. The Bank may, at any time, sell, ---------------------------- transfer, assign or grant participations in the Obligations or any portion thereof; and the Bank may forward to each Transferee and each prospective Transferee all documents and information relating to such obligations, whether furnished by the Borrower or otherwise obtained, as the Bank determines necessary or desirable. The Bank agrees that each such Transferee shall assume all of the obligations of the Bank pursuant to the Loan Documents. All participating banks must act in unison with the Bank as the lead and agent for all participants. The Borrower will make all reports, elections, notices, payments and fulfill all requirements of this agreement only to the Bank. The Bank agrees not to transfer 100% participation for two years from the effective date of this Agreement without the approval of Borrower.
Transfers and Participations. 41 10.2 Survival of Representations, Warranties and Covenants..................... 41 10.3 Notices and Other Communications.......................................... 41 10.4 Parties in Interest....................................................... 42 10.5
Transfers and Participations. 63 9.2 Survival of Representations, Warranties and Covenants . . . . . . . . . . . . . . . . . . . . 65 9.3 Notices and Other Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 9.4 Parties in Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
