Common use of Assignments; Participations Clause in Contracts

Assignments; Participations. (a) Each Lender may, with the prior written consent of Administrative Agent, Swing Line Lender, Issuing Bank and Lead Borrower, which consents shall not be unreasonably withheld, conditioned or delayed (which consent of Lead Borrower shall not be required (i) at any time a Default or Event of Default exists or has occurred and is continuing or (ii) in connection with an assignment to a Person that is a Lender, an Affiliate (other than individuals) of a Lender or an Approved Fund so long as no Default or Event of Default exists at the time of such assignment), assign all or, if less than all, (A) with respect to assignments of the Tranche A Revolving Loans, a portion equal to at least $5,000,000 in the aggregate for the assigning Tranche A Lender, (B) with respect to assignments of the Tranche A-1 Revolving Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-1 Lender and (C) with respect to assignments of the Tranche A-2 Term Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-2 Lender, of such rights and obligations under this Agreement to one or more Eligible Transferees (but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (i) such transfer or assignment will not be effective until recorded by Administrative Agent on the Register and (ii) Administrative Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000.

Assignments; Participations. (a) Each Lender may, with the prior written consent may make assignments of Administrative Agent, Swing Line Lender, Issuing Bank and Lead Borrower, which consents shall not be unreasonably withheld, conditioned or delayed (which consent of Lead Borrower shall not be required (i) at any time a Default or Event of Default exists or has occurred and is continuing or (ii) in connection with an assignment to a Person that is a Lender, an Affiliate (other than individuals) of a Lender or an Approved Fund so long as no Default or Event of Default exists at the time of such assignment), assign all or, if less than all, (A) with respect to assignments of the Tranche A Revolving Loans, a portion equal to at least $5,000,000 in the aggregate for the assigning Tranche A Lender, Lender (B) with respect to assignments of unless the Tranche A-1 Revolving Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-1 Lender Administrative Borrower and (C) with respect to assignments of the Tranche A-2 Term Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-2 LenderAgent otherwise consent), of such rights and obligations under this Agreement to one other financial institutions or more Eligible Transferees (but other Persons in each case approved in writing by Agent, Swing Line Lender and Issuing Bank and, so long as no Event of Default shall exist or have occurred and be continuing, Administrative Borrower, which approval shall not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptancebe unreasonably withheld or delayed; provided, that, (i) the approval of Administrative Borrower shall not be required in connection with assignments to another Lender, to any Affiliate of a Lender (except for assignments to any Affiliate of a Lender in connection with or in contemplation of the sale or other disposition of such Affiliate) or to any Approved Fund, or with respect to any assignment in the form of a participation, (ii) the approval of Agent shall not be required for an assignment to a Lender or any Affiliate of any Lender; (iii) such transfer or assignment will not be effective until recorded by Administrative Agent on the Register and (iiiv) Administrative Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000. Upon the receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee in accordance with this Section 15.7, the processing fee referred to in this Section 15.7(a) and any written approval of such assignment by Agent and Administrative Borrower required by Section 15.7, Agent shall accept such Assignment and Acceptance, record the information contained therein in the Register in accordance with Section 6.4(a) and give prompt notice of such assignment and recordation to the Administrative Borrower.

Assignments; Participations. (a) Each Lender may, with the prior written consent of Agent and Administrative Agent, Swing Line Lender, Issuing Bank and Lead Borrower, Borrower (which consents consent of Administrative Borrower shall not be unreasonably withheld, conditioned or delayed (which consent of Lead Borrower shall not be required (i) at any time a Default or Event of Default exists or has occurred and is continuing or (ii) in connection with an assignment to a Person that is a Lender, an Affiliate (other than individuals) of a Lender or an Approved Fund so long as no Default or Event of Default exists at the time of such assignmentdelayed), assign all or, if less than all, (A) with respect to assignments of the Tranche A Revolving Loans, a portion equal to at least $5,000,000 in the aggregate for the assigning Tranche A Lender, (B) with respect to assignments of the Tranche A-1 Revolving Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-1 Lender and (C) with respect to assignments of the Tranche A-2 Term Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-2 Lender, of such rights and obligations under this Agreement to one or more Eligible Transferees (but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (i) the prior written consent of Administrative Borrower shall not be required at any time a Default or Event of Default shall exist or have occurred and be continuing, or in the case of a transfer or assignment to an existing Lender, to any Affiliate or Approved Fund of an existing Lender or a transfer or assignment upon the merger, consolidation, sale or transfer or other disposition of the business of a Lender, (ii) such transfer or assignment will not be effective until recorded by Administrative Agent on the Register and (iiiii) Administrative Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000, other than for assignments to Affiliates or an Approved Fund of the assigning Lender.

Assignments; Participations. (a) Each Lender may, with the prior written consent of Administrative Agent, Swing Line Lender, Issuing Bank and Lead Borrower, which consents shall not be unreasonably withheld, conditioned or delayed (which consent of Lead Borrower shall not be required (i) at any time a Default or Event of Default exists or has occurred and is continuing or (ii) in connection with an assignment to a Person that is a Lender, an Affiliate (other than individuals) of a Lender or an Approved Fund so long as no Default or Event of Default exists at the time of such assignment), assign all or, if less than all, (A) with respect to assignments of the Tranche A Revolving Loans, a portion equal to at least $5,000,000 10,000,000 in the aggregate for the assigning Tranche A Lender, (B) with respect to assignments of the Tranche A-1 Revolving Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-1 Lender and (C) with respect to assignments of the Tranche A-2 Term Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-2 Lender, of such rights and obligations under this Agreement to one or more Eligible Transferees or Approved Funds (but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (i) such transfer or assignment will not be effective until until: (i) it is recorded by Administrative Agent on the Register Register; and (ii) Administrative Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000. Anything contained in this Section 14.7 hereof to the contrary notwithstanding, the consent of Borrowers or Agent shall not be required, the minimum assignment amount shall not be applicable, an Assignment and Acceptance shall not be required to be delivered to, accepted by or recorded by Agent on the Register in order to be effective, valid, binding and enforceable and payments of the processing fee shall not be required if (x) such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of a Lender or (y) such assignment is made by Existing Term Loan Lender with regard to all or any portion of its Existing Term Loan Commitment; provided, however, that Borrowers and Agent may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned until such time as written notice of such assignment shall have been delivered by the assigning Lender or the assignee to Agent.

Assignments; Participations. (a) Each Lender may, with the prior written consent may make assignments of Administrative Agent, Swing Line Lender, Issuing Bank and Lead Borrower, which consents shall not be unreasonably withheld, conditioned or delayed (which consent of Lead Borrower shall not be required (i) at any time a Default or Event of Default exists or has occurred and is continuing or (ii) in connection with an assignment to a Person that is a Lender, an Affiliate (other than individuals) of a Lender or an Approved Fund so long as no Default or Event of Default exists at the time of such assignment), assign all or, if less than all, (A) with respect to assignments of the Tranche A Revolving Loans, a portion equal to at least $5,000,000 in the aggregate for the assigning Tranche A Lender, Lender (B) with respect to assignments of unless the Tranche A-1 Revolving Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-1 Lender Administrative Borrower and (C) with respect to assignments of the Tranche A-2 Term Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-2 LenderAgent otherwise consent), of such rights and obligations under this Agreement to one other financial institutions or more Eligible Transferees (but other Persons in each case approved in writing by Agent, Swing Line Lender and Issuing Bank and, so long as no Event of Default shall exist or have occurred and be continuing, Administrative Borrower, which approval shall not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptancebe unreasonably withheld or delayed; provided, that, (i) the approval of Administrative Borrower shall not be required in connection with assignments to another Lender, to any Affiliate of a Lender (except for assignments to any Affiliate of a Lender in connection with or in contemplation of the sale or other disposition of such Affiliate) or to any Approved Fund, or with respect to any assignment in the form of a participation, (ii) the approval of Agent shall not be required for an assignment to a Lender or any Affiliate of any Lender; (iii) such transfer or assignment will not be effective until recorded by Administrative Agent on the Register and (iiiv) Administrative Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000.. Upon the receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee in accordance with this Section 15.7, the processing fee referred to in this Section 15.7(a) and any written approval of such assignment by Agent and Administrative Borrower required by Section 15.7, Agent shall accept such Assignment and Acceptance, record the information contained therein in the Register in accordance with Section 6.4(a) and give prompt notice of such assignment and recordation to the Administrative Borrower. 157

Assignments; Participations. (a) Each Lender may, with the prior written consent of Administrative Agent, Swing Line Lender, Issuing Bank and Lead Borrower, which consents shall not be unreasonably withheld, conditioned or delayed (which consent of Lead Borrower shall not be required (i) at any time a Default or Event of Default exists or has occurred and is continuing or (ii) in connection with an assignment to a Person that is a Lender, an Affiliate (other than individuals) of a Lender or an Approved Fund so long as no Default or Event of Default exists at the time of such assignment), assign all or, if less than all, (A) with respect to assignments of the Tranche A Revolving Loans, a portion equal to at least $5,000,000 in the aggregate for the assigning Tranche A Lender, and (B) with respect to assignments of the Tranche A-1 Revolving Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-1 Lender and (C) with respect to assignments of the Tranche A-2 Term Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-2 Lender, of such rights and obligations under this Agreement to one or more Eligible Transferees (but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (i) such transfer or assignment will not be effective until recorded by Administrative Agent on the Register and (ii) Administrative Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000.

Assignments; Participations. (a) Each Lender mayshall have the right, with the prior written Agent's consent of Administrative Agentand after consultation with the Borrowers regarding the prospective assignee, Swing Line Lender, Issuing Bank and Lead Borrower, which consents shall not be unreasonably withheld, conditioned or delayed (which consent of Lead Borrower shall not be required (i) at any time to assign to one or more commercial banks or other financial institutions all or a Default or Event portion of Default exists or has occurred its Commitment, the Loans owing to it and is continuing or (ii) in connection with an assignment to a Person that is a Lender, an Affiliate (other than individuals) of a Lender or an Approved Fund so long as no Default or Event of Default exists at the time of such assignment), assign all or, if less than all, (A) Capital Expenditure Loan Notes held by it and its rights and obligations with respect to assignments Letters of Credit and Acceptances; provided, however, that the Agent shall not withhold its consent to any such assignment made in compliance with this Section 12.3 to any of the Tranche A Revolving Loansfinancial institutions set forth on Schedule 12.3; and provided, further, that (1) each such assignment shall be of a portion equal to at least $5,000,000 in the aggregate for constant, and not a varying percentage of all of the assigning Tranche A Lender, (B) with respect to assignments of the Tranche A-1 Revolving Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-1 Lender and (C) with respect to assignments of the Tranche A-2 Term Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-2 Lender, of such 's corresponding rights and obligations under this Agreement and the assignment shall apply the same percentage to one or more Eligible Transferees such Lender's Commitment and Loans, (but not including for this purpose any assignments 2) the aggregate amount of the outstanding Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance entered into with respect to such assignment by the assigning Lender and the assignee, and accepted by the Agent, in substantially the form of a participationExhibit H ("Assignment and Acceptance")) shall in no event be less than $15,000,000 and integral multiples of $5,000,000 in excess of that amount, each except that such limitation shall not apply to an assignment by any Lender of which assignees shall become a party all of its rights and obligations under this Agreement or to an assignment by an original signatory to this Agreement as to another such signatory, (3) except in the case of an assignment in whole of a Lender's rights and obligations under this Agreement or an assignment by an original signatory to this Agreement to another such signatory, immediately after giving effect to any assignment the aggregate amount of the outstanding Commitment still held by the assigning Lender in its own name shall in no event be less than $5,000,000, and (4) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together the Capital Expenditure Loan Notes subject to such assignment with a processing and recordation fee of $5,000. Notwithstanding the immediately preceding sentence, no Lender other than BABC shall be permitted to make any assignment of any of its Commitment, Loans or rights and obligations with respect to Letters of Credit and Acceptances to any commercial bank or other financial institution other than BABC, unless BABC shall have declined to purchase such Commitment, Loans and rights and obligations pursuant to an assignment transaction having substantially identical terms. Upon execution, delivery, acceptance and recording of any Assignment and Acceptance, from and after the effective date specified therein, which effective date shall be at least two (2) Business Days after the execution thereof, (A) 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 (including, but not limited to, the obligation to participate in credit support or other enhancement for Letters of Credit and Acceptances pursuant to Section 2.5(f)) of a Lender hereunder and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance; provided, that, (i) such transfer or assignment will not be effective until recorded by Administrative Agent on the Register and (ii) Administrative Agent shall have received for its sole account payment of a processing fee from the assigning Lender Acceptance covering all or the assignee in the amount remaining portion of $5,000an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignments; Participations. (a) Each (i) Revolving Lender may, with the prior written consent of Administrative Working Capital Agent, Swing Line Lender, Issuing Bank and Lead Borrower, which consents shall not be unreasonably withheld, conditioned or delayed (which consent of Lead Borrower shall not be required (i) at any time a Default or Event of Default exists or has occurred and is continuing or (ii) in connection with an assignment to a Person that is a Lender, an Affiliate (other than individuals) of a Lender or an Approved Fund so long as no Default or Event of Default exists at the time of such assignment), assign all or, if less than all, a portion equal to at least $7,500,000 in the aggregate for the assigning Revolving Lender and (Aii) with respect to assignments of the Tranche A Revolving LoansTerm Loan Lender may assign all or, if less than all, a portion equal to at least $5,000,000 2,500,000 in the aggregate for the assigning Tranche A Lender, (B) with respect to assignments of the Tranche A-1 Revolving Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-1 Lender and (C) with respect to assignments of the Tranche A-2 Term Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-2 Loan Lender, of such rights and obligations under this Agreement to one or more Eligible Transferees (but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (i) such transfer or assignment will not be effective until recorded by Administrative Working Capital Agent on the Register and (ii) Administrative Working Capital Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000. In connection with any proposed transfer, within five (5) Business Days of the receipt by Administrative Borrower of a written request (if any) by a Lender requesting a determination of whether a proposed assignee is not an Eligible Transferee due to such proposed assignee constituting a Competitor, the Administrative Borrower shall respond in writing to such Lender with its good faith determination as to whether such proposed assignee is a Competitor and any failure by Administrative Borrower to respond during such period shall be deemed an acknowledgment by Administrative Borrower that such proposed assignee is not a Competitor. Such requesting Lender agrees to provide such cooperation as may be reasonably requested by Administrative Borrower in connection with obtaining information relevant to such determination.