Common use of Assignment of Notes; Participation Clause in Contracts

Assignment of Notes; Participation. (a) Each Lender may, with thirty (30) days prior notice to Agent and to each other Lender, assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement and the Notes; provided that (i) for each such assignment, the parties thereto shall execute and deliver an assignment and assumption agreement, in form and substance acceptable to Agent, together with any Notes subject to such assignment, (ii) each such assignment shall be for not less than $1,000,000 of the assigning Lender's Loan Commitment, and shall be in increments of not less than $100,000 of the assigning Lender's Loan Commitment, and (iii) each other Lender shall have the right, exercisable by notice to the Agent within such thirty (30) day notice period, to participate in such assignment on a pro rata basis according to the amount of each such assigning Lender's Credit Commitment. Upon such execution and delivery of such assignment and assumption agreement to Agent, from and after the date specified as the effective date in such agreement, (x) 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 agreement, such assignee shall have the rights and obligations of a Lender hereunder, and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such agreement, relinquish its rights (other than any rights it may have pursuant to Section 11.5 which will survive) and be released from its obligations under this Agreement (and, in the case of an assignment covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment of Notes; Participation. (a) Each Lender may, with thirty (30) days prior concurrent notice to Agent and to each other LenderAgent, assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Amended and Restated Credit Agreement and the Notes; provided PROVIDED that (i) for each such assignment, the parties thereto shall execute and deliver to Agent an assignment and assumption agreement, in form and substance acceptable to Agent, together with any Notes subject to such assignment, and (ii) each no such assignment shall be for not less than $1,000,000 of reduce the assigning Lender's Loan Commitment, and shall be in increments of not Credit Commitment to less than $100,000 Fifty-One Percent (51%) of the assigning such Lender's Loan Commitmentoriginal Credit Commitment without the consent of Agent, and (iii) each other Lender shall have the right, exercisable by notice to the Agent within such thirty (30) day notice period, to participate in unless such assignment on is to a pro rata basis according to then-current holder of a Note, provided that the amount number of each such assigning Lender's Credit CommitmentLenders holding rights hereunder shall not exceed five (5) at any one time. Upon such execution and delivery of such assignment and assumption agreement to AgentAgent in form and substance satisfactory to Agent and the payment by the Assigning Lender to Agent of a processing and administration fee of $3,500, from and after the date specified as the effective date in such agreementAgreement (the "Acceptance Date"), (x) 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 agreement, such assignee shall have the rights and obligations of a Lender hereunder, hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such agreement, relinquish its rights (other than any rights it may have pursuant to Section 11.5 which will survive) and be released from its the obligations so assigned under this Agreement (and, in the case of an assignment covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment of Notes; Participation. (a) Each Lender may, with thirty (30) days prior concurrent notice to Agent and to each other LenderHoldings, assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Credit Agreement and the NotesNotes to an Eligible Assignee; provided PROVIDED that (i) for each such assignment, the parties thereto shall execute and deliver to an assignment and assumption agreement, in form and substance acceptable to Agent, together with any Notes subject to such assignment, ; (ii) each no such assignment shall reduce the assigning Lender's Credit Commitment to less that Fifty-One Percent (51%) of such Lender's original Credit Commitment without the consent of Agent; and (iii) no such assignment shall be for not less than Five Million and 00/100 Dollars ($1,000,000 5,000,000.00) of the assigning Lender's Loan Commitment, and shall be in increments of not less than $100,000 aggregate of the assigning Lender's Loan Commitment, and (iii) each other Lender shall have the right, exercisable by notice to the Agent within such thirty (30) day notice period, to participate in such assignment on a pro rata basis according to the amount of each such assigning Lender's Credit Commitment, unless such assignment is to a then-current holder of a Note or with the written consent of Agent. Upon such execution and delivery of such assignment and assumption agreement to Agent, substantially in the form of Exhibit K hereto, from and after the date specified as the effective date in such agreementAgreement (the "Acceptance Date"), (x) 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 agreement, such assignee shall have the rights and obligations of a Lender hereunder, hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such agreement, relinquish its rights (other than any rights it may have pursuant to Section 11.5 11.6 which will survive) and be released from its obligations under this Agreement (and, in the case of an assignment covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment of Notes; Participation. (a) Each Lender may, with thirty (30) days prior concurrent notice to Agent and to each the Borrower, but without the consent of the Borrower or any other LenderLenders, assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement and the Notes; provided that (i) for each such assignment, the parties thereto shall execute and deliver to an assignment Assignment and assumption agreementAssumption Agreement, in the form and substance acceptable to Agentof Exhibit hereto, together with any Notes subject to such assignment, (ii) each no such assignment shall be for not less than Five Million and 00/100 Dollars ($1,000,000 5,000,000.00) of the assigning aggregate of the Lender's Loan Credit Commitment, and shall be in increments unless such assignment is to a then-current holder of not less than $100,000 of the assigning Lender's Loan Commitmenta Note, and (iii) each other Lender shall have no such assignee is the rightBorrower, exercisable by notice to Guarantor or any holder of the Agent within such thirty (30) day notice period, to participate in such assignment on a pro rata basis according to Seller Debt or any Affiliate of any of the amount of each such assigning Lender's Credit Commitmentforegoing. Upon such execution and delivery of such assignment Assignment and assumption agreement Assumption Agreement to Agent, from and after the date specified as the effective date in such agreementAgreement (the "Acceptance Date"), (x) 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 agreement, such assignee shall have the rights and obligations of a Lender hereunder, hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such agreement, relinquish its rights (other than any rights it may have pursuant to Section 11.5 which will survive) and be released from its obligations under this Agreement (and, in the case of an assignment covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment of Notes; Participation. (a) Each Lender may, with thirty (30) days prior concurrent notice to Agent and to each other LenderAgent, assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Credit Agreement and the Notes; provided that (i) for each such assignment, the parties thereto shall execute and deliver to Agent an assignment and assumption agreement, in form and substance acceptable to Agent, together with any Notes subject to such assignment, (ii) each and no such assignment shall be for not less than $1,000,000 of reduce the assigning Lender's Loan Commitment, and shall be in increments of not Credit Commitment to less than $100,000 Fifty-One Percent (51%) of the assigning such Lender's Loan Commitmentoriginal Credit Commitment without the consent of Agent, and (iii) each other Lender shall have the right, exercisable by notice to the Agent within such thirty (30) day notice period, to participate in unless such assignment on is to a pro rata basis according to then-current holder of a Note, provided that the amount number of each such assigning Lender's Credit CommitmentLenders holding rights hereunder shall not exceed five (5) at any one time. Upon such execution and delivery of such assignment and assumption agreement to AgentAgent in form and substance satisfactory to Agent and the payment by the Assigning Lender to Agent of a processing and administration fee of $3,500, from and after the date specified as the effective date in such agreementAgreement (the "Acceptance Date"), (x) 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 agreement, such assignee shall have the rights and obligations of a Lender hereunder, hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such agreement, relinquish its rights (other than any rights it may have pursuant to Section 11.5 which will survive) and be released from its the obligations so assigned under this Agreement (and, in the case of an assignment covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

Assignment of Notes; Participation. (a) Each Lender may, with thirty (30) days prior concurrent notice to Agent and to each other Lenderand, so long as no Event of Default has occurred nor is continuing, with the consent of Borrower, which shall not be unreasonably withheld or delayed, assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Credit Agreement and the Notes; provided PROVIDED that (i) for each such assignment, the parties thereto shall execute and deliver an assignment and assumption agreement, in form and substance acceptable to Agent, together with any Notes subject to such assignment, (ii) each no such assignment shall reduce the assigning Lender's Credit Commitment to less that Fifty-One Percent (51%) of such Lender's original Credit Commitment without the consent of Agent, and (iii) no such assignment shall be for not less than Five Million and 00/100 Dollars ($1,000,000 5,000,000.00) of the assigning Lender's Loan Commitment, and shall be in increments of not less than $100,000 aggregate of the assigning Lender's Loan Commitment, and (iii) each other Lender shall have the right, exercisable by notice to the Agent within such thirty (30) day notice period, to participate in such assignment on a pro rata basis according to the amount of each such assigning Lender's Credit Commitment, unless such assignment is to a then-current holder of a Note. Upon such execution and delivery of such assignment and assumption agreement to AgentAgent substantially in the form attached hereto as Exhibit I, from and after the date specified as the effective date in such agreementAgreement (the "Acceptance Date"), (x) 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 agreement, such assignee shall have the rights and obligations of a Lender hereunder, hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such agreement, relinquish its rights (other than any rights it may have pursuant to Section 11.5 15.30 which will survive) and be released from its obligations under this Credit Agreement (and, in the case of an assignment covering all or the remaining portion of an assigning Lender's rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto).

Assignment of Notes; Participation. (a) Each Lender may, with thirty (30) days prior concurrent notice to Agent and to each other Lenderand, so long as no Event of Default has occurred nor is continuing, with the consent of Borrower, which shall not be unreasonably withheld or delayed, assign to one or more banks or other financial institutions all or a portion of its rights and obligations under this Loan Agreement and the Notes; provided that (i) for each such assignment, the parties thereto shall execute and deliver an assignment and assumption agreement, in form and substance acceptable to Agent, together with any Notes subject to such assignment, (ii) each no such assignment shall reduce the assigning Lender's Credit Commitment to less that Fifty-One Percent (51%) of such Lender's original Credit Commitment without the consent of Agent, and (iii) no such assignment shall be for not less than Five Million and 00/100 Dollars ($1,000,000 5,000,000.00) of the assigning Lender's Loan Commitment, and shall be in increments of not less than $100,000 aggregate of the assigning Lender's Loan Commitment, and (iii) each other Lender shall have the right, exercisable by notice to the Agent within such thirty (30) day notice period, to participate in such assignment on a pro rata basis according to the amount of each such assigning Lender's Credit Commitment, unless such assignment is to a then-current holder of a Note. Upon such execution and delivery of such assignment and assumption agreement to Agent, from and after the date specified as the effective date in such agreementAgreement (the "Acceptance Date"), (x) 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 agreement, such assignee shall have the rights and obligations of a Lender hereunder, hereunder and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such agreement, relinquish its rights (other than any rights it may have pursuant to Section 11.5 12.29 which will survive) and be released from its obligations under this Loan Agreement (and, in the case of an assignment covering all or the remaining portion of an assigning Lender's rights and obligations under this Loan Agreement, such Lender shall cease to be a party hereto).

Assignment of Notes; Participation. (a) Each Lender may, with thirty (30) days prior concurrent notice to Agent and to each other LenderAgent, assign to one or more banks or other financial institutions or other entities (“Purchasers”) all or a portion of its rights and obligations under this Agreement and the Notes; provided that (i) for each such assignment, the parties thereto shall execute and deliver an assignment and assumption agreement, in form and substance acceptable to Agent, together with any Notes subject to such assignment, and (ii) each such assignment shall be for in an aggregate amount of at least $3,000,000. Notice to Agent and consent of Agent (which consent shall not less than $1,000,000 be unreasonably withheld or delayed by Agent) and, unless a Default has occurred and is continuing, consent of the assigning Lender's Loan Commitment, and Borrower (which consent shall not be unreasonably withheld or delayed by Borrower) shall be in increments of required prior to an assignment becoming effective with respect to a Purchaser which is not less than $100,000 of the assigning a Lender or a Person controlling or controlled by a Lender's Loan Commitment, and (iii) each other Lender shall have the right, exercisable by notice to the Agent within such thirty (30) day notice period, to participate in such assignment on a pro rata basis according to the amount of each such assigning Lender's Credit Commitment. Upon such execution and delivery of such assignment and assumption agreement to AgentAgent substantially in the form of Exhibit E, from and after the date specified as the effective date in such agreement, (xi) the assignee Purchaser thereunder shall be a party hereto, and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such agreement, such assignee Purchaser shall have the rights and obligations of a Lender hereunder, hereunder and (yii) the assignor Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such agreement, (A) relinquish its rights (other than any rights it may have pursuant to Section 11.5 which will survive) and be released from (B) have no further liability for funding its portion of the Credit Commitment or any of the other obligations under this Agreement assumed by such Purchaser (and, in the case of an assignment covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a Lender and a party hereto).