Common use of Assignment and Participations Clause in Contracts

Assignment and Participations. GE Capital may assign its rights and delegate its obligations as a Lender under this Agreement and, further, may assign, or sell participations in, all or any part of its Pro Rata Share of the Term Loan or any other interest herein or in its Term Note to an Affiliate or to any another Person. Unless Agent shall have otherwise agreed in writing, no other Lender shall assign any of its rights or delegate any of its obligations under this Agreement or any of the other Loan Documents or assign, or sell any participation in, all or any part of its Pro Rata Share of the Term Loan or any other interest herein or in its Term Note to any Affiliate or other Person. In the case of an assignment by GE Capital under this Section 9.1, (or in the event, if any, that Agent shall so agree in writing, an assignment by another Lender), the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Term Loan. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender." GE Capital may (or, in the event, if any, that Agent shall so agree in advance in writing, another Lender may) sell participations in all or any part of its Pro Rata Share of the Term Loan to an Affiliate or any other Person; provided that all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (a) any reduction in the principal amount, interest rate or fees payable with respect to the Term Loan; (b) any extension of the final Scheduled Installment; and (c) any release of any Collateral with a value in excess of $2,500,000 in the aggregate (other than in accordance with the terms of this Agreement, the Collateral Documents or the other Loan Documents). Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant and the participant shall for purposes of Sections 1.14, 1.16 and 9.3 be considered to be a "Lender." Any Lender permitted to sell assignments and participations under this Section 9.1 may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants). Borrower shall assist any Lender permitted to sell assignments or participations under this Section 9.1 in whatever manner necessary in order to enable or effect any such assignment or participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the preparation of informational materials for, and the participation of relevant management in meetings with, potential assignees or participants. Borrower shall certify the correctness, completeness and accuracy of all descriptions of Borrower and its affairs contained in any selling materials and all information provided by it and included in such materials. No information provided to potential co-Lenders or participants shall be provided unless and until such potential co-Lenders or participants have signed a confidentiality agreement substantially in the form provided to Borrower and used by Agent prior to the Closing Date.

Assignment and Participations. GE Capital This Agreement shall be binding upon and inure to the benefit of the parties and their respective Successors and assigns, provided that the Borrower may not assign its rights and delegate its obligations as a Lender under this Agreement and, further, may assign, or sell participations in, otherwise transfer all or any part of its Pro Rata Share rights or obligations hereunder or under any other Loan Document without the prior written consent of the Term Loan Agent, and any such assignment or transfer purported to be made without such consent shall be ineffective. Any Lender may at any time sell participation interests in its Loans and Commitments to another bank or financial institution. Such sales may be made without the consent of the Agent, the Borrower or any other Lender provided, however, that (a) the selling Lender shall have provided the Borrower and the Agent with prior written notice of the proposed sale of any participation interest herein in any Loan or in such Lender's Commitment; and (b) that the selling Lender retains the right to vote as a Lender hereunder in respect of the interest sold without being bound to obtain the consent of its Term Note to an Affiliate participant or to any another Person. Unless Agent shall have otherwise agreed in writing, no other Lender shall assign any of exercise its rights in accordance with instructions received from its participant (except that the participant's consent can be required for proposed changes to the timing or delegate any amount of its obligations under this Agreement principal payments or any changes to the timing, rate or amount of the other Loan Documents payments of interest or assign, fees). Any Lender may assign or sell any participation in, otherwise transfer all or any part of its Pro Rata Share interest under the Loan Documents to another bank or financial institution with the prior written consent of the Term Agent which consent will not be unreasonably withheld or delayed. The assignee of any permitted sale or assignment (including assignments for security and sales of participations) shall have the same rights and benefits against the Borrower and otherwise under the Loan or any other interest herein or Documents (excepting however, in its Term Note to any Affiliate or other Person. In the case of sales of participations, the right to grant or withhold consents or otherwise vote in respect thereof) including the right of setoff, and in the case of any outright assignment (as distinguished from an assignment by GE Capital under this Section 9.1for security or the sale of a participation) the same obligations in respect thereof, (or in the event, as if any, that Agent shall so agree in writing, such assignee were an assignment by another original Lender), the assignee shall have, . Except to the extent of such assignment, otherwise required by the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Term Loan. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender." GE Capital may (or, in the event, if any, that Agent shall so agree in advance in writing, another Lender may) sell participations in all or any part of its Pro Rata Share of the Term Loan to an Affiliate or any other Person; provided that all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (a) any reduction in the principal amount, interest rate or fees payable with respect to the Term Loan; (b) any extension of the final Scheduled Installment; and (c) any release of any Collateral with a value in excess of $2,500,000 in the aggregate (other than in accordance with the terms context of this Agreement, the Collateral Documents or the other Loan Documents). Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant and the participant shall for purposes of Sections 1.14, 1.16 and 9.3 be considered to be a word "Lender." Any Lender permitted to sell assignments and participations under this Section 9.1 may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants). Borrower shall assist any Lender permitted to sell assignments or participations under this Section 9.1 in whatever manner necessary in order to enable or effect any such assignment or participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the preparation of informational materials for, and the participation of relevant management in meetings with, potential assignees or participants. Borrower shall certify the correctness, completeness and accuracy of all descriptions of Borrower and its affairs contained in any selling materials and all information provided by it and included in such materials. No information provided to potential co-Lenders or participants shall be provided unless and until such potential co-Lenders or participants have signed a confidentiality agreement substantially in the form provided to Borrower and used by Agent prior to the Closing Date.

Assignment and Participations. GE Capital This Agreement shall be binding upon and inure to the benefit of the parties and their respective Successors and assigns, PROVIDED that the Borrower may not assign its rights and delegate its obligations as a Lender under this Agreement and, further, may assign, or sell participations in, otherwise transfer all or any part of its Pro Rata Share rights or obligations hereunder or under any other Loan Document without the prior written consent of the Term Agent and all the Lenders, and any such assignment or transfer purported to be made without such consent shall be ineffective. Any Lender may at any time (a) sell to any entity participation interests in its Bid Loans; or (b) sell to any Eligible Assignee participation interests in its Committed Loans and Commitment. Such sales may be made without the consent of the Agent, any other Lender or the Borrower PROVIDED, HOWEVER, (a) that the selling Lender shall have provided the Borrower with prior written notice of the sale of any participation interest in any Committed Loan or any other in such Lender's Commitment; and (b) that the selling Lender retains the right to vote as a Lender hereunder in respect of the interest herein or in sold without being bound to obtain the consent of its Term Note to an Affiliate participant or to any another Person. Unless Agent shall have otherwise agreed in writing, no other Lender shall assign any of exercise its rights in accordance with instructions received from its participant (except that the participant's consent can be required for proposed changes to the timing or delegate any amount of its obligations under this Agreement principal payments or any changes to the timing, rate or amount of the other Loan Documents payments of interest or assign, fees). Any Lender may pledge or sell any participation in, assign all or any part of its Pro Rata Share of interest under the Term Loan or any other interest herein or in its Term Note Documents for security purposes to any Affiliate Federal Reserve Bank. Any Lender may assign or other Person. In the case of an assignment by GE Capital under this Section 9.1, (or in the event, if any, that Agent shall so agree in writing, an assignment by another Lender), the assignee shall have, otherwise transfer to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Term Loan. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender." GE Capital may (or, in the event, if any, that Agent shall so agree in advance in writing, another Lender may) sell participations in Eligible Assignee all or any part of its Pro Rata Share interest under the Loan Documents (y) without the consent of the Term Loan to an Affiliate or Agent, any other Person; provided that all amounts payable by Lender, or the Borrower hereunder shall be determined as if that Lender had not sold such participation and the holder of to any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (a) any reduction in the principal amount, interest rate or fees payable with respect to the Term Loan; (b) any extension of the final Scheduled Installmentassigning Lender's affiliates or to any other Lender; and (c) any release of any Collateral with a value in excess of $2,500,000 in the aggregate (other than in accordance with the terms of this Agreement, the Collateral Documents or the other Loan Documents). Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant and the participant shall for purposes of Sections 1.14, 1.16 and 9.3 be considered to be a "Lender." Any Lender permitted to sell assignments and participations under this Section 9.1 may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants). Borrower shall assist any Lender permitted to sell assignments or participations under this Section 9.1 in whatever manner necessary in order to enable or effect any such assignment or participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the preparation of informational materials for, and the participation of relevant management in meetings with, potential assignees or participants. Borrower shall certify the correctness, completeness and accuracy of all descriptions of Borrower and its affairs contained in any selling materials and all information provided by it and included in such materials. No information provided to potential co-Lenders or participants shall be provided unless and until such potential co-Lenders or participants have signed a confidentiality agreement substantially in the form provided to Borrower and used by Agent prior to the Closing Date.or

Assignment and Participations. GE Capital may assign its rights and delegate its obligations as a Lender under this Agreement and(a) The Credit Parties consent to Lender's assignment of, further, may assign, or sell and/or sale of participations in, all at any time or times, the Loan Documents, Revolving Loans and any part Commitment or of its Pro Rata Share any portion thereof or interest therein, including Lender's rights, title, interests, remedies, powers or duties thereunder, whether evidenced by a writing or not. Any assignment or sale of the Term Loan a 50% or any other greater participation interest herein or in its Term Note to an Affiliate or to any another Person. Unless Agent shall have otherwise agreed in writing, no other by Lender shall assign require the consent of Borrower Representative (which shall not be unreasonably withheld or delayed, PROVIDED that no such consent shall be required so long as any Event of its rights or delegate any of its obligations under this Agreement or any of the other Loan Documents or assign, or sell any participation in, all or any part of its Pro Rata Share of the Term Loan or any other interest herein or in its Term Note to any Affiliate or other PersonDefault has occurred and is continuing). In the case of an assignment by GE Capital a Lender under this Section SECTION 9.1, (or in the event, if any, that Agent shall so agree in writing, an assignment by another Lender), the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Term LoanCommitments or assigned portion thereof from and after the date of such assignment. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender." GE Capital may (orIn all instances, in each Lender's liability to make Loans hereunder shall be several and not joint and shall be limited to such Lender's pro rata share of the event, if any, that Agent shall so agree in advance in writing, another applicable Commitment. In the event Lender may) sell participations in assigns or otherwise transfers all or any part of its Pro Rata Share of the Term Loan to an Affiliate or any other Person; provided that all amounts payable by Borrower hereunder Obligations, Lender shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (a) any reduction in the principal amount, interest rate or fees payable with respect to the Term Loan; (b) any extension of the final Scheduled Installment; and (c) any release of any Collateral with a value in excess of $2,500,000 in the aggregate (other than in accordance with the terms of this Agreement, the Collateral Documents or the other Loan Documents). Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant and the participant shall for purposes of Sections 1.14, 1.16 and 9.3 be considered to be a "Lender." Any Lender permitted to sell assignments and participations under this Section 9.1 may furnish any information concerning so notify Borrower and its Subsidiaries Borrower shall, upon the request of Lender, execute a new Note in exchange for the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants). Borrower shall assist any Lender permitted to sell assignments or participations under this Section 9.1 in whatever manner necessary in order to enable or effect any such assignment or participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the preparation of informational materials for, and the participation of relevant management in meetings with, potential assignees or participants. Borrower shall certify the correctness, completeness and accuracy of all descriptions of Borrower and its affairs contained in any selling materials and all information provided by it and included in such materials. No information provided to potential co-Lenders or participants shall be provided unless and until such potential co-Lenders or participants have signed a confidentiality agreement substantially in the form provided to Borrower and used by Agent prior to the Closing DateNote being assigned.

Assignment and Participations. GE Capital may assign its Each Lender shall have the right to enter into participation agreements with any Person with respect to the Participation Interest held by it, and/or sell or grant participations in such Participation Interest to other Persons, but such participations, sales or grants shall not affect the rights and delegate its obligations as duties of Lenders hereunder vis-a-vis Borrower. Upon any sale or assignment of a direct interest in the Loan and the Note (rather than merely a participation) to any other Person, such Person shall be, and be deemed to be, a Lender under for all purposes of the Loan Documents, and each such Lender hereby agrees to be bound by the Loan Documents, without the necessity of executing any amendment or modification of this Loan Agreement and, further, may assign, or sell participations in, all or any part other Loan Document; provided, however, Borrower agrees to execute any documentation deemed necessary or convenient by Agent Bank relating to any such sale or assignment, including, without limitation amendments to the Loan Documents. No such sale or assignment of its Pro Rata Share a direct interest in the Loan and the Note may be made without the consent of Agent, which consent shall not be unreasonably withheld. Without notice to Borrower, Lenders may disclose to any prospective purchaser of the Term Loan, and of any securities issued or to be issued by Lenders and to any prospective or actual pur chaser of any participation or other interest in the Loan or any other interest herein or in its Term Note loans made by Lenders to an Affiliate or to any another Person. Unless Agent shall have otherwise agreed in writing, no other Lender shall assign any of its rights or delegate any of its obligations Borrower (whether under this Loan Agreement or otherwise) any of financial or other information, data or material in Lenders' possession relating to Borrower, the other Loan Documents or assign, or sell any participation in, all or any part of its Pro Rata Share of the Term Loan or any other interest herein or in its Term Note to any Affiliate or other Person. In the case of an assignment by GE Capital under this Section 9.1, (or in the event, if any, that Agent shall so agree in writing, an assignment by another Lender), the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Term Loan. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "LenderReal Property." GE Capital may (or, in the event, if any, that Agent shall so agree in advance in writing, another Lender may) sell participations in all or any part of its Pro Rata Share of the Term Loan to an Affiliate or any other Person; provided that all amounts payable by Borrower hereunder shall be determined as if that Lender had not sold such participation and the holder of any such participation shall not be entitled to require such Lender to take or omit to take any action hereunder except action directly affecting (a) any reduction in the principal amount, interest rate or fees payable with respect to the Term Loan; (b) any extension of the final Scheduled Installment; and (c) any release of any Collateral with a value in excess of $2,500,000 in the aggregate (other than in accordance with the terms of this Agreement, the Collateral Documents or the other Loan Documents). Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant and the participant shall for purposes of Sections 1.14, 1.16 and 9.3 be considered to be a "Lender." Any Lender permitted to sell assignments and participations under this Section 9.1 may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants). Borrower shall assist any Lender permitted to sell assignments or participations under this Section 9.1 in whatever manner necessary in order to enable or effect any such assignment or participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the preparation of informational materials for, and the participation of relevant management in meetings with, potential assignees or participants. Borrower shall certify the correctness, completeness and accuracy of all descriptions of Borrower and its affairs contained in any selling materials and all information provided by it and included in such materials. No information provided to potential co-Lenders or participants shall be provided unless and until such potential co-Lenders or participants have signed a confidentiality agreement substantially in the form provided to Borrower and used by Agent prior to the Closing Date.

Assignment and Participations. GE Capital This Agreement shall be binding upon and inure to the benefit of the parties and their respective Successors and assigns, provided that Borrower may not assign its rights and delegate its obligations as a Lender under this Agreement and, further, may assign, or sell participations in, otherwise transfer all or any part of its Pro Rata Share rights or obligations hereunder or under any other Loan Document without the prior written consent of Agent and all Lenders, and any such assignment or transfer purported to be made without such consent shall be ineffective. Any Lender may at any time sell to any Eligible Assignee participation interests in its Loans and Commitment. Such sales may be made without the consent of Agent, any other Lender or Borrower provided, however, (a) that the selling Lender shall have provided Borrower with prior written notice of the Term sale of any participation interest in any Loan or any other in such Lender's Commitment; and (b) that the selling Lender retains the right to vote as a Lender hereunder in respect of the interest herein or in sold without being bound to obtain the consent of its Term Note to an Affiliate participant or to any another Person. Unless Agent shall have otherwise agreed in writing, no other Lender shall assign any of exercise its rights in accordance with instructions received from its participant (except that the participant's consent can be required for proposed changes to the timing or delegate any amount of its obligations under this Agreement principal payments or any changes to the timing, rate or amount of the other Loan Documents payments of interest or assign, fees). Any Lender may pledge or sell any participation in, assign all or any part of its Pro Rata Share of interest under the Term Loan or any other interest herein or in its Term Note Documents for security purposes to any Affiliate Federal Reserve Bank. Any Lender may assign or other Person. In the case of an assignment by GE Capital under this Section 9.1, (or in the event, if any, that Agent shall so agree in writing, an assignment by another Lender), the assignee shall have, otherwise transfer to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Term Loan. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender." GE Capital may (or, in the event, if any, that Agent shall so agree in advance in writing, another Lender may) sell participations in Eligible Assignee all or any part of its Pro Rata Share interest under the Loan Documents pursuant to an Assignment and Assumption Agreement, substantially in the form of Exhibit D hereto (y) without the consent of Agent, any other Lender, or Borrower to any of the Term Loan assigning Lender's affiliates or to an Affiliate or any other PersonLender; provided or (z) with the prior written consent of Agent and, if no Event of Default shall have occurred and be continuing, Borrower, (such consents not to be unreasonably withheld or delayed) but without the consent of the other Lenders, to any other Eligible Assignee provided, however, that all amounts payable by Borrower hereunder in either case no such assignment (as distinguished from the sale of a participation) other than an assignment of a Lender's entire interest under the Loan Documents (i) shall be determined made in an amount less than Ten Million Dollars ($10,000,000) nor (ii) shall be made if after giving effect to such assignment the aggregate amount of the Loans and unused Commitment of the assigning Lender would be less than Ten Million Dollars ($10,000,000) and provided, further, that in connection with any assignment (as distinguished from the sale of a participation) the assigning Lender shall pay to Agent a fee of Two Thousand Five Hundred Dollars ($2,500) for each proposed assignee that is not then a Lender or an affiliate thereof. The assignee of any permitted sale or assignment (including assignments for security and sales of participations) shall have the same rights and benefits against Borrower under the Loan Documents (excepting however, in the case of sales of participations, the right to grant or withhold consents or otherwise vote in respect thereof) including the right of setoff, and in the case of any outright assignment (as distinguished from an assignment for security or the sale of a participation) the same obligations in respect thereof, as if that Lender had not sold such participation assignee were an original Lender. Except to the extent otherwise required by the context of this Agreement, the word "Lender" where used in this Agreement shall mean and the include any holder of any a Note originally issued to a Lender hereunder, and each such participation holder shall not be entitled bound by and have the benefits of this Agreement the same as if such holder had been a signatory hereto. Any outright assignment of a Lender's interest hereunder to require such another Lender to take or omit to take any action hereunder except action directly affecting (a) any reduction made in the principal amount, interest rate or fees payable with respect to the Term Loan; (b) any extension of the final Scheduled Installment; and (c) any release of any Collateral with a value in excess of $2,500,000 in the aggregate (other than in accordance conformance with the terms of this Agreement, the Collateral Documents or the other Loan Documents). Borrower hereby acknowledges and agrees that any participation will give rise to Section 11.6 shall result in a direct obligation of Borrower corresponding adjustment to the participant selling and the participant shall for purposes of Sections 1.14, 1.16 purchasing Lenders' Commitments and 9.3 be considered to be a "LenderPercentage Interests." Any Lender permitted to sell assignments and participations under this Section 9.1 may furnish any information concerning Borrower and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants). Borrower shall assist any Lender permitted to sell assignments or participations under this Section 9.1 in whatever manner necessary in order to enable or effect any such assignment or participation, including the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the preparation of informational materials for, and the participation of relevant management in meetings with, potential assignees or participants. Borrower shall certify the correctness, completeness and accuracy of all descriptions of Borrower and its affairs contained in any selling materials and all information provided by it and included in such materials. No information provided to potential co-Lenders or participants shall be provided unless and until such potential co-Lenders or participants have signed a confidentiality agreement substantially in the form provided to Borrower and used by Agent prior to the Closing Date.