Common use of Assignments and Participations Binding Effect Clause in Contracts

Assignments and Participations Binding Effect. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Credit Loans, the Swing Line Loans, the Local Loans, the Acceptances and the Letters of Credit) but subject, in the case of the Acquisition Borrowing and related commitments, to the obligations of the Acquisition Borrowing Arrangers under the Acquisition Borrowing Commitment Letter; provided, however, that (i) if any such assignment shall be of the assigning Lender’s Aggregate Actual Outstanding Multi-Currency Extensions of Credit and Multi-Currency Commitments, such assignment shall cover the same percentage of such Lender’s Aggregate Actual Outstanding Multi-Currency Extensions of Credit and Multi-Currency Commitments, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, (A) with the consent of the Company and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Related Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Related Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Company (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 14.6, but subject, in the case of the Acquisition Borrowing and related commitments, to the obligations of the Acquisition Borrowing Arrangers under the Acquisition Borrowing Commitment Letter, the consent of the Company shall not be required (x) for any assignment occurring when any Event of Default under Section 12.1(a) or 12.1(j) shall have occurred and be continuing and (y) for any assignment by the Administrative Agent or any Affiliate or Related Fund of the Administrative Agent of the Multi-Currency Commitments or Loans held on the Effective Date by the Administrative Agent or any such Affiliate or Related Fund if such assignment is made as part of the primary syndication of the Multi-Currency Facility.

Assignments and Participations Binding Effect. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Credit Loans, the Swing Line Loans, the Local Loans, the Acceptances and the Letters of Credit) but subject, in the case of the Acquisition Borrowing and related commitments, to the obligations of the Acquisition Borrowing Arrangers under the Acquisition Borrowing Commitment Letter); provided, however, that (i) if any such assignment shall be of the assigning Lender’s Aggregate Actual Outstanding Multi-Currency Extensions of Credit and Multi-Currency Commitments, such assignment shall cover the same percentage of such Lender’s Aggregate Actual Outstanding Multi-Currency Extensions of Credit and Multi-Currency Commitments, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assignor’s entire interest) be less than $1,000,000 or an integral 150 multiple of $1,000,000 in excess thereof in the case of Term Loans, and $5,000,000 or an integral multiple of $1,000,000 in excess thereofthereof in the case of Multi-Currency Commitments, except, in either case, (A) with the consent of the Company and the applicable Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Related Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Related Fund of a Lender, such assignment shall be subject to the prior consent of the applicable Administrative Agent and the Company (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 14.6, but subject, in the case of the Acquisition Borrowing and related commitments, to the obligations of the Acquisition Borrowing Arrangers under the Acquisition Borrowing Commitment Letter, the consent of the Company shall not be required (x) for any assignment occurring when any Event of Default under Section 12.1(a) or 12.1(j) shall have occurred and be continuing and (y) for any assignment by the an Administrative Agent or any Affiliate or Related Fund of the an Administrative Agent of the Multi-Currency Commitments or Loans held on the Effective Closing Date by the an Administrative Agent or any such Affiliate or Related Fund if such assignment is made as part of the primary syndication of the Term Loan Facility and the Multi-Currency Facility.

Assignments and Participations Binding Effect. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Term Loans, the Revolving Credit Loans, the Swing Line Loans, the Local Loans, the Acceptances and the Letters of Credit) but subject, in the case of the Acquisition Borrowing and related commitments, to the obligations of the Acquisition Borrowing Arrangers under the Acquisition Borrowing Commitment Letter); provided, however, that (i) if any such assignment shall be of the assigning Lender’s 's Aggregate Actual Outstanding Multi-Currency Extensions of Credit and Multi-Currency Commitments, such assignment shall cover the same percentage of such Lender’s 's Aggregate Actual Outstanding Multi-Currency Extensions of Credit and Multi-Currency Commitments, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assignor’s 's entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof in the case of Term Loans, and $5,000,000 or an integral multiple of $1,000,000 in excess thereofthereof in the case of Multi-Currency Commitments, except, in either case, (A) with the consent of the Company and the applicable Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Related Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Related Fund of a Lender, such assignment shall be subject to the prior consent of the applicable Administrative Agent and the Company (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 14.6, but subject, in the case of the Acquisition Borrowing and related commitments, to the obligations of the Acquisition Borrowing Arrangers under the Acquisition Borrowing Commitment Letter, the consent of the Company shall not be required (x) for any assignment occurring when any Event of Default under Section 12.1(a) or 12.1(j) shall have occurred and be continuing and (y) for any assignment by the an Administrative Agent or any Affiliate or Related Fund of the an Administrative Agent of the Multi-Currency Commitments or Loans held on the Effective Closing Date by the an Administrative Agent or any such Affiliate or Related Fund if such assignment is made as part of the primary syndication of the Term Loan Facility and the Multi-Currency Facility.

Assignments and Participations Binding Effect. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Credit Loans, the Swing Line Loans, the Local Loans, the Acceptances and the Letters of Credit) but subject, in the case of the Acquisition Borrowing and related commitments, to the obligations of the Acquisition Borrowing Arrangers under the Acquisition Borrowing Commitment Letter); provided, however, that (i) if any such assignment shall be of the assigning Lender’s Aggregate Actual Outstanding Multi-Currency Extensions of Credit and Multi-Currency Commitments, such assignment shall cover the same percentage of such Lender’s Aggregate Actual Outstanding Multi-Currency Extensions of Credit and Multi-Currency Commitments, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, (A) with the consent of the Company and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Related Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Related Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Company (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 14.6, but subject, in the case of the Acquisition Borrowing and related commitments, to the obligations of the Acquisition Borrowing Arrangers under the Acquisition Borrowing Commitment Letter, the consent of the Company shall not be required (x) for any assignment occurring when any Event of Default under Section 12.1(a) or 12.1(j) shall have occurred and be continuing and (y) for any assignment by the Administrative Agent or any Affiliate or Related Fund of the Administrative Agent of the Multi-Currency Commitments or Loans held on the Effective Date by the Administrative Agent or any such Affiliate or Related Fund if such assignment is made as part of the primary syndication of the Multi-Currency Facility.

Assignments and Participations Binding Effect. (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Credit Loans, the Swing Line Loans, the Local Loans, the Acceptances and the Letters of Credit) but subject, in the case of the Acquisition Borrowing Term Loans and related commitments, to the obligations of the Acquisition Borrowing Term Loan Arrangers under the Acquisition Borrowing Term Loan Commitment Letter; provided, however, that (i) if any such assignment shall be of the assigning Lender’s Aggregate Actual Outstanding Multi-Currency Extensions of Credit and Multi-Currency Commitments, such assignment shall cover the same percentage of such Lender’s Aggregate Actual Outstanding Multi-Currency Extensions of Credit and Multi-Currency Commitments, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, except (A) with the consent of the Company and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Related Fund of such Lender and (iiiii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Related Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Company (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 14.6, but subject, in the case of the Acquisition Borrowing Term Loans and related commitments, to the obligations of the Acquisition Borrowing Term Loan Arrangers under the Acquisition Borrowing Term Loan Commitment Letter, the consent of the Company shall not be required (x) for any assignment occurring when any Event of Default under Section 12.1(a) or Section 12.1(j) shall have occurred and be continuing and (y) for any assignment by the Administrative Agent or any Affiliate or Related Fund of the Administrative Agent of the Multi-Currency Commitments Term Loan Commitment or Loans held on the Effective Date by the Administrative Agent or any such Affiliate or Related Fund if such assignment is made as part of the primary syndication of the Multi-Currency Facility.. 121

Assignments and Participations Binding Effect. (aii) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Credit Loans, the Swing Line Loans, the Local Loans, the Acceptances and the Letters of Credit) but subject, in the case of the Acquisition Borrowing and related commitments, to the obligations of the Acquisition Borrowing Arrangers under the Acquisition Borrowing Commitment Letter); provided, however, that (i) if any such assignment shall be of the assigning Lender’s Aggregate Actual Outstanding Multi-Currency Extensions of Credit and Multi-Currency Commitments, such assignment shall cover the same percentage of such Lender’s Aggregate Actual Outstanding Multi-Currency Extensions of Credit and Multi-Currency Commitments, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, (A) with the consent of the Company and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Related Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Related Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Company (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 14.6, but subject, in the case of the Acquisition Borrowing and related commitments, to the obligations of the Acquisition Borrowing Arrangers under the Acquisition Borrowing Commitment Letter, the consent of the Company shall not be required (x) for any assignment occurring when any Event of Default under Section 12.1(a) or 12.1(j) shall have occurred and be continuing and (y) for any assignment by the Administrative Agent or any Affiliate or Related Fund of the Administrative Agent of the Multi-Currency Commitments or Loans held on the Effective Date by the Administrative Agent or any such Affiliate or Related Fund if such assignment is made as part of the primary syndication of the Multi-Currency Facility.

Assignments and Participations Binding Effect. (a) Each Subject to the Arrangers’ obligations under the Commitment Letter, each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees (other than any Disqualified Institution) all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Credit Loans, the Swing Line Loans, the Local Loans, the Acceptances and the Letters of Credit) but subject, in the case of the Acquisition Borrowing and related commitments, to the obligations of the Acquisition Borrowing Arrangers under the Acquisition Borrowing Commitment Letter); provided, however, that (i) if any such assignment shall be of the assigning Lender’s Aggregate Actual Outstanding Multi-Currency Extensions of Credit and Multi-Currency Commitments, such assignment shall cover the same percentage of such Lender’s Aggregate Actual Outstanding Multi-Currency Extensions of Credit and Multi-Currency Commitments, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, (A) with the consent of the Company and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Related Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Related Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Company (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 14.6, 14.6 but subject, in the case of the Acquisition Borrowing and related commitments, subject to the Arrangers’ obligations of the Acquisition Borrowing Arrangers under the Acquisition Borrowing Commitment Letter, the consent of the Company shall not be required (x) for any assignment occurring when any Event of Default under Section 12.1(a) or 12.1(j) shall have occurred and be continuing and (y) for any assignment by the Administrative Agent or any Affiliate or Related Fund of the Administrative Agent of the Multi-Currency Commitments or Loans held on the Effective Closing Date by the Administrative Agent or any such Affiliate or Related Fund if such assignment is made as part of the primary syndication of the Multi-Currency Facility.

Assignments and Participations Binding Effect. (a) Each Subject to the Arrangers’ obligations under the Commitment Letter, each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees (other than any Disqualified Institutions) all or a portion of its rights and obligations hereunder (including all of its rights and obligations with respect to the Revolving Credit Loans, the Swing Line Loans, the Local Loans, the Acceptances and the Letters of Credit) but subject, in the case of the Acquisition Borrowing and related commitments, to the obligations of the Acquisition Borrowing Arrangers under the Acquisition Borrowing Commitment Letter); provided, however, that (i) if any such assignment shall be of the assigning Lender’s Aggregate Actual Outstanding Multi-Currency Extensions of Credit and Multi-Currency Commitments, such assignment shall cover the same percentage of such Lender’s Aggregate Actual Outstanding Multi-Currency Extensions of Credit and Multi-Currency Commitments, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event (if less than the assignor’s entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, except (A) with the consent of the Company and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Related Fund of such Lender and (iiiii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Related Fund of a Lender, such assignment shall be subject to the prior consent of the Administrative Agent and the Company (which consents shall not be unreasonably withheld or delayed); and provided, further, that, notwithstanding any other provision of this Section 14.6, 14.6 but subject, in the case of the Acquisition Borrowing and related commitments, subject to the Arrangers’ obligations of the Acquisition Borrowing Arrangers under the Acquisition Borrowing Commitment Letter, the consent of the Company shall not be required (x) for any assignment occurring when any Event of Default under Section 12.1(a) or Section 12.1(j) shall have occurred and be continuing and (y) for any assignment by the Administrative Agent or any Affiliate or Related Fund of the Administrative Agent of the Multi-Currency Commitments Term Loan Commitment or Loans held on the Effective Closing Date by the Administrative Agent or any such Affiliate or Related Fund if such assignment is made as part of the primary syndication of the Multi-Currency Facility.