Common use of Assignments by the Lenders Clause in Contracts

Assignments by the Lenders. Each Lender may assign any of its Loans, its Note and its Commitment (other than to a natural person or holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person) (but only, except as specifically set forth below, with (A) the consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, and (B) the consent of Borrowers, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that the consent of Borrowers shall not be required if a Potential Default or an Event of Default shall have occurred and be continuing), provided that: a. no such consent by Administrative Agent or Borrower shall be required in the case of any assignment by any Lender to another Lender or an Affiliate of such Lender or such other Lender; b. (i) no Lender that holds $10,000,000 or more of the aggregate principal amount of the Loans at any time shall make any assignment that would result in such Lender holding less than $10,000,000 of the aggregate principal amount of the Loans unless such Lender assigns its entire interest in the Loans and (ii) except to the extent Administrative Agent and Borrowers (such consent of Borrowers shall not be unreasonably withheld and provided that the consent of Borrowers shall not be required if a Potential Default or an Event of Default shall have occurred and be continuing) shall otherwise consent, any partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to $5,000,000;

Appears in 1 contract

Sources: Loan Agreement (General Growth Properties, Inc.)

Assignments by the Lenders. Each Lender may assign any of its Loans, its Note and its Commitment (other than a Defaulting Lender) may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Loan Commitment and its rights and obligations with respect to the Loan) to (i) any existing Lender (other than a natural person Defaulting Lender), (ii) any Affiliate or holding companyApproved Fund of any existing Lender (so long as such Person would not, investment vehicle upon acceptance of such rights and obligations hereunder, constitute a Defaulting Lender) or trust for, or owned and operated for the primary benefit of a natural person(iii) any other Person acceptable (but only, except as specifically set forth below, with (A) the consent of Administrative Agent, which consent acceptance shall not be unreasonably withheld, conditioned withheld or delayed) to Administrative Agent (each such transferee, and (B) the consent of Borrowers, which consent shall not be unreasonably withheld, conditioned assignee or delayedpurchaser herein called a “Lender Transferee”); provided, however, that the consent aggregate outstanding principal amount (determined as of Borrowers shall not be required if a Potential Default or an Event the effective date of Default shall have occurred and be continuing), provided that: a. no the applicable Assignment) of the Loan subject to any such consent by Administrative Agent or Borrower sale shall be required in the case a minimum amount of any assignment by any Lender $1,000,000, unless such sale is made to another an existing Lender or an Affiliate or Approved Fund of such Lender or such other any existing Lender; b. (i) no Lender that holds $10,000,000 or more , is of the aggregate principal amount of the Loans at any time shall make any assignment that would result in such Lender holding less than $10,000,000 of the aggregate principal amount of the Loans unless such Lender assigns assignor’s (together with its Affiliates and Approved Funds) entire interest in the Loans Loan or is made with the prior consent Administrative Agent. A Defaulting Lender may not sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder except with Administrative Agent’s consent or at Administrative Agent’s direction in accordance with Section 2.14(c) hereof. A Defaulting Lender (iior Person that would constitute a Defaulting Lender upon acceptance of rights and obligations hereunder) except to the extent Administrative Agent and Borrowers (such consent of Borrowers shall may not be unreasonably withheld and provided that the recipient of the sale, transfer, negotiation or assignment of any rights or obligations hereunder except with the consent of Borrowers shall not be required if a Potential Default or an Event of Default shall have occurred and be continuing) shall otherwise consent, any partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to $5,000,000;Administrative Agent.

Appears in 1 contract

Sources: Loan Agreement (Summit Healthcare REIT, Inc)

Assignments by the Lenders. Each Lender may assign any of its Loans, its Note and its Commitment (other than a Defaulting Lender) may sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder (including all or a portion of its Loan Commitment and its rights and obligations with respect to the Loan) to (i) any existing Lender (other than a natural person Defaulting Lender), (ii) any Affiliate or holding companyApproved Fund of any existing Lender (so long as such Person would not, investment vehicle upon acceptance of such rights and obligations hereunder, constitute a Defaulting Lender) or trust for(iii) any other Person (other than Borrowers, Guarantor or owned and operated for the primary benefit of a natural personan Affiliate thereof) acceptable (but only, except as specifically set forth below, with (A) the consent of Administrative Agent, which consent acceptance shall not be unreasonably withheld, conditioned withheld or delayed) to Administrative Agent (each such transferee, and (B) the consent of Borrowers, which consent shall not be unreasonably withheld, conditioned assignee or delayedpurchaser herein called a “Lender Transferee”); provided, however, that the consent aggregate outstanding principal amount (determined as of Borrowers shall not be required if a Potential Default or an Event the effective date of Default shall have occurred and be continuing), provided that: a. no the applicable Assignment) of the Loan subject to any such consent by Administrative Agent or Borrower sale shall be required in the case a minimum amount of any assignment by any Lender $3,000,000, unless such sale is made to another an existing Lender or an Affiliate or Approved Fund of such Lender or such other any existing Lender; b. (i) no Lender that holds $10,000,000 or more , is of the aggregate principal amount of the Loans at any time shall make any assignment that would result in such Lender holding less than $10,000,000 of the aggregate principal amount of the Loans unless such Lender assigns assignor’s (together with its Affiliates and Approved Funds) entire interest in the Loans Loan or is made with the prior consent of Administrative Agent. A Defaulting Lender may not sell, transfer, negotiate or assign all or a portion of its rights and obligations hereunder except with Administrative Agent’s consent or at Administrative Agent’s direction in accordance with Section 2.18(c) hereof unless the circumstance which caused such Lender to become a Defaulting Lender will be fully cured in connection with such sale, transfer, negotiation or assignment. A Defaulting Lender (iior Person that would constitute a Defaulting Lender upon acceptance of rights and obligations hereunder) may not be the recipient of the sale, transfer, negotiation or assignment of any rights or obligations hereunder except to with the extent consent of Administrative Agent and Borrowers (such consent of Borrowers shall not be unreasonably withheld and provided that the consent of Borrowers shall not be required if a Potential Default or an Event of Default shall have occurred and be continuing) shall otherwise consent, any partial assignment (other than to another Lender or an Affiliate of a Lender) shall be in an amount at least equal to $5,000,000;Required ▇▇▇▇▇▇▇.

Appears in 1 contract

Sources: Loan Agreement (Healthcare Trust, Inc.)