Common use of Effect of Assignment and Acceptance Clause in Contracts

Effect of Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Mezzanine Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligations, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Mezzanine Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Mezzanine Lender’s rights and obligations under this Agreement and the other Mezzanine Loan Documents, Mezzanine Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to Mezzanine Lender pursuant to the terms of the Mezzanine Loan Documents after the effective date of the Assignment and Acceptance and (B) any letter of credit, cash deposit or other deposits or security (other than the Liens of this Agreement and the Pledge and the other Mezzanine Loan Documents) delivered to or for the benefit of or deposited with German American Capital Corporation, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital Corporation, as Mezzanine Lender, on behalf of the holders of the Mezzanine Notes, shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

Appears in 8 contracts

Sources: Mezzanine Loan and Security Agreement (Toys R Us Inc), Mezzanine Loan and Security Agreement (Toys R Us Inc), Mezzanine Loan and Security Agreement (Toys R Us Inc)

Effect of Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Mezzanine Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligations, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Mezzanine Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of a Mezzanine Lender’s rights and obligations under this Agreement and the other Mezzanine Loan Documents, such Mezzanine Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to such Mezzanine Lender pursuant to the terms of the Mezzanine Loan Documents after the effective date of the Assignment and Acceptance and (B) any letter of credit, cash deposit or other deposits or security (other than the Liens Lien of this Agreement and the Pledge and the other Mezzanine Loan Documents) delivered to or for the benefit of or deposited with German American Capital CorporationGACC or JPMC, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital CorporationGACC or JPMC, as Mezzanine Lenderapplicable, on behalf of the holders of the Mezzanine Notes, shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

Appears in 4 contracts

Sources: Mezzanine Loan and Security Agreement (Station Casinos Inc), Mezzanine Loan and Security Agreement (Station Casinos Inc), Mezzanine Loan and Security Agreement (Station Casinos Inc)

Effect of Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Mezzanine Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligations, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Mezzanine Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Mezzanine Lender’s 's rights and obligations under this Agreement and the other Mezzanine Loan Documents, Mezzanine Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to Mezzanine Lender pursuant to the terms of the Mezzanine Loan Documents after the effective date of the Assignment and Acceptance and (B) any letter of credit, cash deposit or other deposits or security (other than the Liens Lien of this Agreement and the Pledge Security Instrument and the other Mezzanine Loan Documents) delivered to or for the benefit of or deposited with German American Capital Corporation, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital Corporation, as Mezzanine Lender, on behalf of the holders of the Mezzanine Notes, Corporation shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited. If Lender no longer owns any interest in the Loan, Lender shall deliver possession of the Note and the other Loan Documents to the assignee and shall reasonably cooperate to insure that title to all Loan Documents is held in the name of such assignee.

Appears in 2 contracts

Sources: Loan and Security Agreement (Reckson Operating Partnership Lp), Loan and Security Agreement (Reckson Associates Realty Corp)

Effect of Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Mezzanine a Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligations, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Mezzanine Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Mezzanine a Lender’s rights and obligations under this Agreement and the other Mezzanine Loan Documents, Mezzanine such Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to Mezzanine such Lender pursuant to the terms of the Mezzanine Loan Documents after the effective date of the Assignment and Acceptance and (B) any letter of credit, cash deposit or other deposits or security (other than the Liens Lien of this Agreement and the Pledge Security Instruments and the other Mezzanine Loan Documents) delivered to or for the benefit of or deposited with German American Capital CorporationGACC or JPMC, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital CorporationGACC or JPMC, as Mezzanine Lenderapplicable, on behalf of the holders of the Mezzanine Notes, shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

Appears in 2 contracts

Sources: Loan and Security Agreement (Station Casinos Inc), Loan and Security Agreement (Station Casinos Inc)

Effect of Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Mezzanine Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligations, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Mezzanine Loan Documents (Mezzanine) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Mezzanine Lender’s rights and obligations under this Agreement and the other Mezzanine Loan DocumentsDocuments (Mezzanine), Mezzanine Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to Mezzanine Lender pursuant to the terms of the Mezzanine Loan Documents (Mezzanine) after the effective date of the Assignment and Acceptance and (B) any letter of credit, cash deposit or other deposits or security (other than the Liens of this Agreement and the Pledge and the other Mezzanine Loan DocumentsDocuments (Mezzanine)) delivered to or for the benefit of or deposited with German American Capital Corporation, on behalf of the holders of the Mezzanine NotesCitigroup Global Markets Realty Corp., as Mezzanine Lender, for which German American Capital Corporation, as Mezzanine Lender, on behalf of the holders of the Mezzanine Notes, Citigroup Global Markets Realty Corp. shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

Appears in 2 contracts

Sources: Mezzanine Loan and Security Agreement (Strategic Hotels & Resorts, Inc), Mezzanine Loan and Security Agreement (Strategic Hotels & Resorts, Inc)

Effect of Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Mezzanine Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligations, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Mezzanine Loan Documents (Senior Mezzanine) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Mezzanine Lender’s 's rights and obligations under this Agreement and the other Mezzanine Loan DocumentsDocuments (Senior Mezzanine), Mezzanine Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to Mezzanine Lender pursuant to the terms of the Mezzanine Loan Documents (Senior Mezzanine) after the effective date of the Assignment and Acceptance and (B) any letter of credit, cash deposit or other deposits or security (other than the Liens of this Agreement and the Pledge and the other Mezzanine Loan DocumentsDocuments (Senior Mezzanine)) delivered to or for the benefit of or deposited with German American Capital Corporation, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital Corporation, as Mezzanine Lender, on behalf of the holders of the Mezzanine Notes, Corporation shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)

Effect of Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Mezzanine Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligations, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Mezzanine Loan Documents (Junior Mezzanine) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Mezzanine Lender’s 's rights and obligations under this Agreement and the other Mezzanine Loan DocumentsDocuments (Junior Mezzanine), Mezzanine Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to Mezzanine Lender pursuant to the terms of the Mezzanine Loan Documents (Junior Mezzanine) after the effective date of the Assignment and Acceptance and (B) any letter of credit, cash deposit or other deposits or security (other than the Liens of this Agreement and the Pledge and the other Mezzanine Loan DocumentsDocuments (Junior Mezzanine)) delivered to or for the benefit of or deposited with German American Capital Corporation, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital Corporation, as Mezzanine Lender, on behalf of the holders of the Mezzanine Notes, Corporation shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)

Effect of Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Mezzanine Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligations, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Mezzanine Loan Documents (Junior Tier Mezzanine) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Mezzanine Lender’s 's rights and obligations under this Agreement and the other Mezzanine Loan DocumentsDocuments (Junior Tier Mezzanine), Mezzanine Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to Mezzanine Lender pursuant to the terms of the Mezzanine Loan Documents (Junior Tier Mezzanine) after the effective date of the Assignment and Acceptance and (B) any letter of credit, cash deposit or other deposits or security (other than the Liens of this Agreement and the Pledge (Junior Tier Mezzanine)) and the other Mezzanine Loan DocumentsDocuments (Junior Tier Mezzanine)) delivered to or for the benefit of or deposited with German American Capital Corporation, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital Corporation, as Mezzanine Lender, on behalf of the holders of the Mezzanine Notes, shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

Appears in 1 contract

Sources: Junior Tier Mezzanine Loan and Security Agreement (Maguire Properties Inc)

Effect of Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Mezzanine Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligations, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Mezzanine Loan Documents (Second Mezzanine) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Mezzanine Lender’s 's rights and obligations under this Agreement and the other Mezzanine Loan DocumentsDocuments (Second Mezzanine), Mezzanine Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to Mezzanine Lender pursuant to the terms of the Mezzanine Loan Documents (Second Mezzanine) after the effective date of the Assignment and Acceptance and (B) any letter of credit, cash deposit or other deposits or security (other than the Liens of this Agreement and the Pledge and the other Mezzanine Loan DocumentsDocuments (Second Mezzanine)) delivered to or for the benefit of or deposited with German American Capital Corporation, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital Corporation, as Mezzanine Lender, on behalf of the holders of the Mezzanine Notes, Corporation shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)

Effect of Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Mezzanine Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligations, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Mezzanine Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of a Mezzanine Lender’s rights and obligations under this Agreement and the other Mezzanine Loan Documents, such Mezzanine Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to such Mezzanine Lender pursuant to the terms of the Mezzanine Loan Documents after the effective date of the Assignment and Acceptance and (B) any letter of credit, cash deposit or other deposits or security (other than the Liens Lien of this Agreement and Agreement, the Pledge Pledge, the Mezzco IV Pledge, and the other Mezzanine Loan Documents) delivered to or for the benefit of or deposited with German American Capital CorporationGACC or JPMC, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital CorporationGACC or JPMC, as Mezzanine Lenderapplicable, on behalf of the holders of the Mezzanine Notes, shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (Station Casinos Inc)

Effect of Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Mezzanine Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligations, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Mezzanine Loan Documents (Intermediate Mezzanine) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Mezzanine Lender’s 's rights and obligations under this Agreement and the other Mezzanine Loan DocumentsDocuments (Intermediate Mezzanine), Mezzanine Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to Mezzanine Lender pursuant to the terms of the Mezzanine Loan Documents (Intermediate Mezzanine) after the effective date of the Assignment and Acceptance and (B) any letter of credit, cash deposit or other deposits or security (other than the Liens of this Agreement and the Pledge and the other Mezzanine Loan DocumentsDocuments (Intermediate Mezzanine)) delivered to or for the benefit of or deposited with German American Capital Corporation, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital Corporation, as Mezzanine Lender, on behalf of the holders of the Mezzanine Notes, Corporation shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)

Effect of Assignment and Acceptance. (a) Upon such execution, delivery, acceptance execution and recording, from and after the effective date specified in such delivery of this Assignment and AcceptanceAcceptance Agreement by Conduit Assignor, Committed Lender Assignor, Conduit Assignee and Committed Lender Assignee, the acknowledgement and agreement hereto by the Borrower, the Servicer and [Any other Party], payment by Conduit Assignee of the Assignment Price as provided in Section 1(a) [and payment by, or on behalf of, Borrower of the amount set forth in Section 1(c)], (i) the assignee thereunder Conduit Assignee shall be a party hereto and, to the extent that rights Agreement as a Conduit and obligations hereunder shall have been assigned to it pursuant to such Assignment and Acceptance, have all of the rights and obligations of Mezzanine Lendera Conduit thereunder, (ii) Committed Lender Assignee shall be a party to the Agreement as a Committed Lender and/or Liquidity Bank, as applicable, and shall have all of the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligationsobligations of a Committed Lender and/or Liquidity Bank thereunder, and (iiiii) Mezzanine each of Conduit Assignor and Committed Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, Assignor shall relinquish all of its respective rights and be released from its respective obligations (if any) [with respect to the Loans, Collateral and Commitment assigned hereunder] under this the Agreement and the other Mezzanine Loan Documents Transaction Documents. (and, in b) Immediately after giving effect to the case of an assignments and assumptions effected by this Assignment and Acceptance covering Agreement, (i) Committed Lender Assignee's Commitment shall be $[____________], the aggregate outstanding principal of all or the remaining portion of Mezzanine Lender’s rights and obligations under this Agreement Loans owing to Conduit Assignee shall be $[________] and the other Mezzanine Loan DocumentsPercentage for the Group which includes Conduit Assignee and Committed Lender Assignee shall be [__]% and (ii) Committed Lender Assignor's Commitment shall be $[______], Mezzanine the aggregate outstanding principal of all Loans owing to Conduit Assignor shall be $[________] and the percentage for the Group which includes the Conduit Assignor and Committed Lender Assignor shall cease to be a party hereto[__]%. (c) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to Mezzanine Lender pursuant [After giving effect to the terms of the Mezzanine Loan Documents after the effective date of the assignments and assumptions effected by this Assignment and Acceptance Agreement, all reimbursement, indemnity and (B) any letter of creditsimilar provisions contained in the Transaction Documents which, cash deposit or other deposits or security (other than the Liens of this Agreement and the Pledge and the other Mezzanine Loan Documents) delivered by their terms, inure to or for the benefit of or deposited with German American Capital Corporationthe Lenders and/or the Co-Agents, on behalf of the holders of the Mezzanine Notesshall continue to inure to Conduit Assignor's and Committed Lender Assignee's benefit, as Mezzanine Lender, for which German American Capital Corporationapplicable, as Mezzanine Lender, on behalf of the holders of the Mezzanine Notes, shall remain responsible for the proper disposition thereof until such items are delivered to any actions taken or omitted to be taken by it while it was a party who is qualified to the Agreement or any other Transaction Document.][Include if all of Assignor's rights being assigned.] (d) Schedule I attached hereto sets forth information (as an Approved Bank and agrees such information may be changed from time to hold the same time in accordance with the terms Agreement) relating to the Conduit Assignee, the Committed Lender Assignee and provisions its Co-Agent and the related Group. Such Schedule I shall be deemed to amend the Agreement without any further action of any party to the agreement pursuant to which such items were depositedAgreement.

Appears in 1 contract

Sources: Credit and Security Agreement (Boston Scientific Corp)

Effect of Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Mezzanine Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligations, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Mezzanine Loan Documents (Mezzanine) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Mezzanine Lender’s 's rights and obligations under this Agreement and the other Mezzanine Loan DocumentsDocuments (Mezzanine), Mezzanine Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to Mezzanine Lender pursuant to the terms of the Mezzanine Loan Documents (Mezzanine) after the effective date of the Assignment and Acceptance and (B) any letter of credit, cash deposit or other deposits or security (other than the Liens of this Agreement and the Pledge Pledge) and the other Mezzanine Loan DocumentsDocuments (Mezzanine)) delivered to or for the benefit of or deposited with German American Capital Corporation, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital Corporation, as Mezzanine Lender, on behalf of the holders of the Mezzanine Notes, shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (Maguire Properties Inc)

Effect of Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Mezzanine Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligations, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Mezzanine Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of a Mezzanine Lender’s rights and obligations under this Agreement and the other Mezzanine Loan Documents, such Mezzanine Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to such Mezzanine Lender pursuant to the terms of the Mezzanine Loan Documents after the effective date of the Assignment and Acceptance and (B) any letter of credit, cash deposit or other deposits or security (other than the Liens Lien of this Agreement and Agreement, the Pledge Pledge, and the other Mezzanine Loan Documents) delivered to or for the benefit of or deposited with German American Capital CorporationGACC or JPMC, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital CorporationGACC or JPMC, as Mezzanine Lenderapplicable, on behalf of the holders of the Mezzanine Notes, shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (Station Casinos Inc)

Effect of Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Mezzanine Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligations, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Mezzanine Loan Documents (First Mezzanine) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Mezzanine Lender’s 's rights and obligations under this Agreement and the other Mezzanine Loan DocumentsDocuments (First Mezzanine), Mezzanine Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to Mezzanine Lender pursuant to the terms of the Mezzanine Loan Documents (First Mezzanine) after the effective date of the Assignment and Acceptance and (B) any letter of credit, cash deposit or other deposits or security (other than the Liens of this Agreement and the Pledge and the other Mezzanine Loan DocumentsDocuments (First Mezzanine)) delivered to or for the benefit of or deposited with German American Capital Corporation, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital Corporation, as Mezzanine Lender, on behalf of the holders of the Mezzanine Notes, Corporation shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)

Effect of Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Mezzanine Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligations, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Mezzanine Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Mezzanine Lender’s rights and obligations under this Agreement and the other Mezzanine Loan Documents, Mezzanine Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to Mezzanine Lender pursuant to the terms of the Mezzanine Loan Documents after the effective date of the Assignment and Acceptance and (B) any letter of credit, cash deposit or other deposits or security (other than the Liens of this Agreement and the Pledge Pledge) and the other Mezzanine Loan Documents) Documents delivered to or for the benefit of or deposited with German American Capital CS Financing Corporation, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital CS Financing Corporation, as Mezzanine Lender, on behalf of the holders of the Mezzanine Notes, shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

Appears in 1 contract

Sources: Loan and Security Agreement (CS Financing CORP)

Effect of Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Mezzanine Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligations, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Mezzanine Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of a Mezzanine Lender’s rights and obligations under this Agreement and the other Mezzanine Loan Documents, such Mezzanine Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to such Mezzanine Lender pursuant to the terms of the Mezzanine Loan Documents after the effective date of the Assignment and Acceptance and (B) any letter of credit, cash deposit or other deposits or security (other than the Liens Lien of this Agreement and Agreement, the Pledge Pledge, the Mezzco V Pledge, and the other Mezzanine Loan Documents) delivered to or for the benefit of or deposited with German American Capital CorporationGACC or JPMC, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital CorporationGACC or JPMC, as Mezzanine Lenderapplicable, on behalf of the holders of the Mezzanine Notes, shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (Station Casinos Inc)

Effect of Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Mezzanine Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligationsobligations including, without limitation, with respect to Borrower’s and its principals’ confidential information, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Mezzanine Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Mezzanine Lender’s rights and obligations under this Agreement and the other Mezzanine Loan Documents, Mezzanine Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to Mezzanine Lender pursuant to the terms of the Mezzanine Loan Documents after prior to the effective date of the Assignment and Acceptance and (B) any letter of credit, cash deposit or other deposits or security (other than the Liens Lien of this Agreement and the Pledge Security Instrument and the other Mezzanine Loan Documents) delivered to or for the benefit of or deposited with German American Capital Corporation, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital Corporation, as Mezzanine Lender, on behalf of the holders of the Mezzanine Notes, Corporation shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

Appears in 1 contract

Sources: Loan and Security Agreement (Digital Realty Trust, Inc.)

Effect of Assignment and Acceptance. (a) Upon such execution, delivery, acceptance execution and recording, from and after the effective date specified in such delivery of this Assignment and AcceptanceAcceptance Agreement by Assignor and Assignee, the acknowledgement and agreement hereto by the Borrower, the Servicer and [Any other Party], payment by Assignee of the Assignment Price as provided in Section 1(a) [and payment by, or on behalf of, Borrower of the amount set forth in Section 1(c)], (i) the assignee thereunder Assignee shall be a party hereto and, to the extent that rights Agreement as a Lender and obligations hereunder shall have been assigned to it pursuant to such Assignment and Acceptance, have all of the rights and obligations of Mezzanine Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligationsa Lender thereunder, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, Assignor shall relinquish all of its respective rights and be released from its respective obligations (if any) [with respect to the Loans, Collateral and Commitment assigned hereunder] under this the Agreement and the other Mezzanine Loan Documents Transaction Documents. (and, in b) Immediately after giving effect to the case of an assignments and assumptions effected by this Assignment and Acceptance covering Agreement, (i) Assignee’s Commitment shall be $[____________], the aggregate outstanding principal of all or Loans owing to Assignee shall be $[________] and (ii) Assignor’s Commitment shall be $[______], the remaining portion aggregate outstanding principal of Mezzanine Lender’s rights and obligations under this Agreement all Loans owing to Assignor shall be $[________] and the other Mezzanine Loan Documents, Mezzanine Lender percentage for the Group which includes the Assignor and Assignor shall cease to be a party hereto[__]%. (c) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to Mezzanine Lender pursuant [After giving effect to the terms of the Mezzanine Loan Documents after the effective date of the assignments and assumptions effected by this Assignment and Acceptance Agreement, all reimbursement, indemnity and (B) any letter of creditsimilar provisions contained in the Transaction Documents which, cash deposit or other deposits or security (other than the Liens of this Agreement and the Pledge and the other Mezzanine Loan Documents) delivered by their terms, inure to or for the benefit of or deposited with German American Capital Corporation, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital Corporation, as Mezzanine Lender, on behalf of the holders of the Mezzanine NotesLenders, shall remain responsible for the proper disposition thereof until such items are delivered continue to inure to Assignor’s benefit as to any actions taken or omitted to be taken by it while it was a party who is qualified to the Agreement or any other Transaction Document.][Include if all of Assignor’s rights being assigned.] (d) Schedule I attached hereto sets forth information (as an Approved Bank and agrees such information may be changed from time to hold the same time in accordance with the terms and provisions Agreement) relating to the Assignee. Such Schedule I shall be deemed to amend the Agreement without any further action of any party to the agreement pursuant to which such items were depositedAgreement.

Appears in 1 contract

Sources: Credit and Security Agreement (Boston Scientific Corp)

Effect of Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (ia) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Mezzanine Lender, as the case may be, hereunder hereunder, and such assignee shall be deemed to have assumed such rights and obligations, including, without limitation, with respect to Mezzanine Borrower’s and its principals’ confidential information, and (iib) Mezzanine Lender shall, to the extent that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Mezzanine Loan Documents (Mezzanine) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Mezzanine Lender’s rights and obligations under this Agreement and the other Mezzanine Loan DocumentsDocuments (Mezzanine), Mezzanine Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (Ai) any payments made by Mezzanine Borrower to Mezzanine Lender pursuant to the terms terns of the Mezzanine Loan Documents after (Mezzanine) prior to the effective date of the Assignment and Acceptance Acceptance, and (Bii) any letter of credit, cash deposit or other deposits or security (other than the Liens of this Agreement and Agreement, the Pledge and the other Mezzanine Loan DocumentsDocuments (Mezzanine)) delivered to or for the benefit of or deposited with German American Capital Corporation, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital Corporation, as Mezzanine Lender, on behalf of the holders of the Mezzanine Notes, shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (Digital Realty Trust, Inc.)

Effect of Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Mezzanine Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligations, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Mezzanine Loan Documents (Third Mezzanine) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Mezzanine Lender’s 's rights and obligations under this Agreement and the other Mezzanine Loan DocumentsDocuments (Third Mezzanine), Mezzanine Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to Mezzanine Lender pursuant to the terms of the Mezzanine Loan Documents (Third Mezzanine) after the effective date of the Assignment and Acceptance and (B) any letter of credit, cash deposit or other deposits or security (other than the Liens of this Agreement and the Pledge and the other Mezzanine Loan DocumentsDocuments (Third Mezzanine)) delivered to or for the benefit of or deposited with German American Capital Corporation, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital Corporation, as Mezzanine Lender, on behalf of the holders of the Mezzanine Notes, Corporation shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)

Effect of Assignment and Acceptance. Upon By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Eligible Assignee (or an Affiliate of the assigning Lender if the assignment is made pursuant to Section 9.6(c)) thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assignee is an Eligible Assignee (or an Affiliate of the assigning Lender if the assignment is made pursuant to Section 9.6(c)); (ii) other than as provided in the Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any representations, warranties or other statements made in or in connection with this Agreement or any other Loan Paper or the execution, deliverylegality, acceptance validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Paper; (iii) such assigning Lender makes no representation or warranty and recordingassumes no responsibility with respect to the financial condition of Borrower or any Consolidated Subsidiary or the performance or observance by Borrower or any Consolidated Subsidiary of any of its obligations under this Agreement or any other Loan Paper; (iv) such assignee confirms that it has received a copy of this Agreement, from together with copies of the most recent Financial Statements delivered pursuant to Sections 6.3(b) (or if none of such Financial Statements shall have been delivered, then copies of the Base Financial Statements) and after the effective date specified in such other agreements, documents, instruments, certificates and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, ; (iv) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Mezzanine Lender, as the case may be, hereunder and such assignee will independently and without reliance upon Administrative Agent, such assigning Lender or any other Lender and based on such agreements, documents, instruments, certificates and information as it shall be deemed deem appropriate at the time, continue to have assumed such rights and obligations, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish make its rights and be released from its obligations own credit decisions in taking or not taking action under this Agreement and the other Mezzanine Loan Documents Papers; (and, in the case of an Assignment vi) such assignee appoints and Acceptance covering all or the remaining portion of Mezzanine Lender’s rights authorizes Administrative Agent to take such action as agent on its behalf and obligations to exercise such powers under this Agreement and the other Mezzanine Loan Documents, Mezzanine Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to Mezzanine Lender pursuant Papers as are delegated to the Administrative Agent by the terms of hereof, together with such powers as are reasonably incidental thereto; (vii) such assignee agrees that it will perform in accordance with their terms all the Mezzanine Loan Documents after obligations which by the effective date of the Assignment and Acceptance and (B) any letter of credit, cash deposit or other deposits or security (other than the Liens terms of this Agreement and the Pledge other Loan Papers are required to be performed by it as a Lender; and (viii) such assignee makes loans in the other Mezzanine Loan Documents) delivered to or for the benefit ordinary course of or deposited with German American Capital Corporation, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital Corporation, as Mezzanine Lender, on behalf of the holders of the Mezzanine Notes, shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were depositedits business.

Appears in 1 contract

Sources: Loan Agreement (Foxmeyer Health Corp)

Effect of Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of Mezzanine Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligations, and (ii) Mezzanine Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and the other Mezzanine Loan Documents (Fourth Mezzanine) (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Mezzanine Lender’s 's rights and obligations under this Agreement and the other Mezzanine Loan DocumentsDocuments (Fourth Mezzanine), Mezzanine Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to Mezzanine Lender pursuant to the terms of the Mezzanine Loan Documents (Fourth Mezzanine) after the effective date of the Assignment and Acceptance and (B) any letter of credit, cash deposit or other deposits or security (other than the Liens of this Agreement and the Pledge and the other Mezzanine Loan DocumentsDocuments (Fourth Mezzanine)) delivered to or for the benefit of or deposited with German American Capital Corporation, on behalf of the holders of the Mezzanine Notes, as Mezzanine Lender, for which German American Capital Corporation, as Mezzanine Lender, on behalf of the holders of the Mezzanine Notes, Corporation shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Approved Bank and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

Appears in 1 contract

Sources: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)

Effect of Assignment and Acceptance. (a) Upon such execution, delivery, acceptance execution and recording, from and after the effective date specified in such delivery of this Assignment and AcceptanceAcceptance Agreement by Conduit Assignor, Committed Lender Assignor, Assignor Co-Agent, Conduit Assignee, Committed Lender Assignee and Assignee Co-Agent, the acknowledgement and agreement hereto by the Borrower, the Servicer and [Any other Party], payment by Conduit Assignee of the Assignment Price as provided in Section 1(a) [and payment by, or on behalf of, Borrower of the amount set forth in Section 1(c)], (i) the assignee thereunder Conduit Assignee shall be a party hereto and, to the extent that rights Agreement as a Conduit and obligations hereunder shall have been assigned to it pursuant to such Assignment and Acceptance, have all of the rights and obligations of Mezzanine Lendera Conduit thereunder, (ii) Committed Lender Assignee shall be a party to the Agreement as a Committed Lender and/or Liquidity Bank, as applicable, and shall have all of the case may berights and obligations of a Committed Lender and/or Liquidity Bank thereunder, hereunder and such assignee (iii) Assignee Co-Agent shall be deemed a party to the Agreement as a Co-Agent and shall have assumed such all of the rights and obligationsobligations of a Co-Agent thereunder, and (iiiv) Mezzanine each of Conduit Assignor, Committed Lender shall, to the extent that rights Assignor and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, Assignor Co-Agent shall relinquish all of its respective rights and be released from its respective obligations (if any) [with respect to the Loans, Collateral and Commitment assigned hereunder] under this the Agreement and the other Mezzanine Loan Documents Transaction Documents. (and, in b) Immediately after giving effect to the case of an assignments and assumptions effected by this Assignment and Acceptance covering Agreement, (i) Committed Lender Assignee’s Commitment shall be $[____________], the aggregate outstanding principal of all or the remaining portion of Mezzanine Lender’s rights and obligations under this Agreement Loans owing to Conduit Assignee shall be $[________] and the other Mezzanine Loan DocumentsPercentage for the Group which includes Conduit Assignee and Committed Lender Assignee shall be [__]% and (ii) Committed Lender Assignor’s Commitment shall be $[______], Mezzanine the aggregate outstanding principal of all Loans owing to Conduit Assignor shall be $[________] and the percentage for the Group which includes the Conduit Assignor and Committed Lender Assignor shall cease to be a party hereto[__]%. (c) accruing from and after the effective date of the Assignment and Acceptance, except with respect to (A) any payments made by Mezzanine Borrower to Mezzanine Lender pursuant [After giving effect to the terms of the Mezzanine Loan Documents after the effective date of the assignments and assumptions effected by this Assignment and Acceptance Agreement, all reimbursement, indemnity and (B) any letter of creditsimilar provisions contained in the Transaction Documents which, cash deposit or other deposits or security (other than the Liens of this Agreement and the Pledge and the other Mezzanine Loan Documents) delivered by their terms, inure to or for the benefit of or deposited with German American Capital Corporationthe Lenders and/or the Co-Agents, on behalf of the holders of the Mezzanine Notesshall continue to inure to Conduit Assignor’s and Committed Lender Assignee’s benefit, as Mezzanine Lender, for which German American Capital Corporationapplicable, as Mezzanine Lender, on behalf of the holders of the Mezzanine Notes, shall remain responsible for the proper disposition thereof until such items are delivered to any actions taken or omitted to be taken by it while it was a party who is qualified to the Agreement or any other Transaction Document.][Include if all of Assignor’s rights being assigned.] (d) Schedule I attached hereto sets forth information (as an Approved Bank and agrees such information may be changed from time to hold the same time in accordance with the terms Agreement) relating to the Conduit Assignee, the Committed Lender Assignee and provisions its Co-Agent and the related Group. Such Schedule I shall be deemed to amend the Agreement without any further action of any party to the agreement pursuant to which such items were depositedAgreement.

Appears in 1 contract

Sources: Credit and Security Agreement (Boston Scientific Corp)