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. Borrower hereby acknowledges and ------------------------------ agrees that a Lender may at any time: (a) grant participations in its share of the Loans or any 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 Person which has the requisite sophistication to evaluate the merits and risks of investments in Participations ("Participants"); provided, however, that: (i) all amounts payable by Borrower hereunder shall be determined as if such Lender had not granted such Participation; and (ii) any agreement pursuant to which any Lender may grant a Participation: (A) shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provisions of this Agreement; (B) may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement requiring approval of all Lenders pursuant to Paragraph 8.3 hereof without the consent of the Participant and (C) shall not relieve such Lender from its obligations, which shall remain absolute, to make Advances as provided hereunder; and (b) assign (i) all or any percent of its share of the Loans or any Note or right, title and interest therein or in and to this Agreement, to (x) a Lender; (y) any Affiliate of a Lender; or (z) any Federal Reserve Bank; or (ii) all or any part of its share of the Loans or any Note or right, title and interest therein or in and to this Agreement to a third party; provided, however, that in the absence of an Event of Default or Default hereunder no assignment pursuant to (b)(ii) above shall be made without the prior written consent of the Agent and Borrowers, which consent shall not be unreasonably withheld. Any participations and any assignments pursuant to subparagraph (b) shall be in an amount not less than Five Million dollars ($5,000,000) and, shall not result in the aggregate Maximum Principal Amount of the assigning Lender being less than Five Million Dollars ($5,000,000) unless it is reduced to zero (0). Any assignment pursuant to subparagraph (b) shall require payment by the applicable Lender to Agent of a $3,500 transfer fee. Any assignment pursuant to subparagraph (b) shall be in the form attached hereto as Exhibit H.
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. (a) Any Lender may at any time assign to one or more Persons that extends secured commercial loans in its ordinary course of business and has assets or capital of at least $100,000,000 (other than (i) a natural person or (ii) any Defaulting Lender or its wholly-owned subsidiaries or its other Affiliates) (any such Person, an “Assignee”) all or any portion of such Lender’s Pro Rata Share of the Loan and also such Lender’s Pro Rata Share of the Revolving Loans, with the prior written consent of Administrative Agent, and, so long as no Event of Default has occurred and is continuing, Borrower (all of which consents shall not be unreasonably withheld, conditioned or delayed and shall not be required for an assignment by a Lender to another Lender or an Affiliate of a Lender). Except as Administrative Agent may otherwise agree (and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed), any such assignment shall be in a minimum aggregate amount equal to Five Million Dollars ($5,000,000) or, if less, the remaining Loan held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit B hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of Five Thousand Dollars ($5,000). No assignment may be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 3.1 or 3.3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 12.15 shall be treated as the sale of a participation hereunder. Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower has expressly objected to such assignment within three (3) Business Days after notice thereof. Notwithstanding the foregoing, no consent of Borrower or Administrative Agent shall be required for any assignment to a Lender or a...
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.