Common use of Assignment and Participations Clause in Contracts

Assignment and Participations. Subject to the terms of this Section 8.1, any Lender may make an assignment to a Qualified Assignee or a Related Fund of, or sale of participations in, at any time or times, the Loan Documents, Loans, Letter of Credit Obligations and the Commitments or any portion thereof or interest therein, including such Lender's rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) with respect to the Revolving Loans, the US Term Loan A, the European Term Loan A, the Letter of Credit Obligations and the related Loan Documents, require the consent of US Borrower Representative (which consent shall not be unreasonably withheld or delayed); provided that US Borrower Representative's consent shall not be necessary with respect to any assignment made (1) to any assignee who is then a Lender or an Affiliate of a Lender or a Related Fund or (2) during the existence of an Event of Default; (ii) require the consent of: (1) with respect to the US Revolving Loan, the US Term Loan A, the US Letter of Credit Obligations, the US Revolving Loan Commitments, the US Term Loan A Commitments and the related Loan Documents, Administrative Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee), and (2) with respect to the European Revolving Loan, the European Term Loan A, the European Letter of Credit Obligations, the European Revolving Loan Commitments, the European Term Loan Commitments and the related Loan Documents, notice to each of the European Loan Agent and the European Funding Agent and the consent of Administrative Agent and the European Loan Agent (which consent, in each case, shall not be unreasonably withheld or delayed with respect to a Qualified Assignee); provided that Administrative Agent's and European Loan Agent's consent shall not be necessary with respect to any assignment made to any assignee who is then a Lender or an Affiliate of a Lender or a Related Fund; (iii) be conditioned on such assignee Lender representing to the assigning Lender and the Agents that it is purchasing the applicable portions of the Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iv) after giving effect to any such partial assignment, (1) in the case of any assignment of Revolving Loans, US Term Loan A or European Term Loan A, the assignee Lender shall have a Commitment with respect to any such Loan assigned of at least $2,500,000 and the assigning

Assignment and Participations. (a) Subject to the terms of this Section 8.1, any Lender may make an assignment to a Qualified Assignee or a Related Fund of, or sale of participations in, at any time or times, the Loan Documents, Loans, Letter of Credit Obligations and the Commitments or any portion thereof or interest therein, including such Lender's ’s rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) with respect to the Revolving Loans, the European Working Capital Loan, the US Term Loan A, the European Term Loan A, the Letter of Credit Obligations and the related Loan Documents, require the consent of US Borrower Representative (which consent shall not be unreasonably withheld or delayed); provided that US Borrower Representative's ’s consent shall not be necessary with respect to any assignment made (1) to any assignee who is then a Lender or an Affiliate of a Lender or a Related Fund or (2) during the existence of an Event of Default; (ii) require the consent of: (1) with respect to the US Revolving Loan, the US Term Loan A, the US Letter of Credit Obligations, the US Revolving Loan Commitments, the US Term Loan A Commitments and the related Loan Documents, Administrative Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee), and (2) with respect to the European Revolving Loan, the European Working Capital Loan, the European Term Loan A, the European Letter of Credit Obligations, the European Revolving Loan Commitments, the European Working Capital Loan Commitments, the European Term Loan Commitments and the related Loan Documents, notice to each of the European Loan Agent, European Working Capital Loan Agent and the European Funding Agent and the consent of Administrative Agent and the European Loan Agent (which consent, in each case, shall not be unreasonably withheld or delayed with respect to a Qualified Assignee); provided that Administrative Agent's ’s, European Working Capital Loan Agent’s and European Loan Agent's ’s consent shall not be necessary with respect to any assignment made to any assignee who is then a Lender or an Affiliate of a Lender or a Related Fund; (iii) be conditioned on such assignee Lender representing to the assigning Lender and the Agents that it is purchasing the applicable portions of the Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iv) after giving effect to any such partial assignment, (1) in the case of any assignment of Revolving Loans, US Term Loan A or European Term Loan A, the assignee Lender shall have a Commitment with respect to any such Loan assigned of at least $2,500,000 and the assigning;

Assignment and Participations. (a) Subject to the terms of this Section SECTION 8.1, any Lender may make an assignment to a Qualified Assignee or a Related Fund Person of, or sale of participations in, at any time or times, the Loan Documents, Loans, Letter of Credit Obligations and the Commitments any Commitment or any portion thereof or interest therein, including such any Lender's rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender shall: (i) with respect to the Revolving Loans, the US Term Loan A, the European Term Loan A, the Letter of Credit Obligations and the related Loan Documents, require the consent of US Borrower Representative (which consent shall not be unreasonably withheld or delayed); provided that US Borrower Representative's consent shall not be necessary with respect to any assignment made (1) to any assignee who is then a Lender or an Affiliate of a Lender or a Related Fund or (2) during the existence of an Event of Default; (ii) require the consent of: (1) with respect to the US Revolving Loan, the US Term Loan A, the US Letter of Credit Obligations, the US Revolving Loan Commitments, the US Term Loan A Commitments and the related Loan Documents, Administrative Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee)) and the execution of an assignment agreement (an "ASSIGNMENT AGREEMENT" substantially in the form attached hereto as EXHIBIT 8.1 and otherwise in form and substance reasonably satisfactory to, and (2) with respect to the European Revolving Loanacknowledged by, the European Term Loan A, the European Letter of Credit Obligations, the European Revolving Loan Commitments, the European Term Loan Commitments and the related Loan Documents, notice to each of the European Loan Agent and the European Funding Agent and the consent of Administrative Agent and the European Loan Agent (which consent, in each case, shall not be unreasonably withheld or delayed with respect to a Qualified AssigneeAgent); provided that Administrative Agent's and European Loan Agent's consent shall not be necessary with respect to any assignment made to any assignee who is then a Lender or an Affiliate of a Lender or a Related Fund; (iiiii) be conditioned on such assignee Lender representing to the assigning Lender and the Agents Agent that it is purchasing the applicable portions of the Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iviii) other than with respect to assignments to Affiliates covered by clause (z) below, after giving effect to any such partial assignment, the assignee Lender shall have Commitments in an amount at least equal to (1x) with respect to the US Loans, Annex A Page 82 US$5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to US$5,000,000 and (y) with respect to the European Loans, 5,000,000 Euros and the assigning Lender shall have retained Commitments in an amount at least equal to 5,000,000 Euros; (iv) require a payment to Agent of an assignment fee of US$3,500; (v) include an assignment of such Lender's rights and obligations under the Lender Risk Allocation Agreement in the case of manner provided in the Assignment Agreement; (vi) with respect to any assignment of Revolving any European Loans, US Term Loan A or European Term Loan A, the assignee Lender shall have make the representations and warranties required by it under SECTION 1.11, (vii) shall execute and deliver to Agent an Accession Deed to that certain Intercreditor Agreement dated as of the Closing Date among European Borrower, Agent, European Lenders and each Non-US Subsidiary incorporated in Europe and (viii) so long as no Event of Default has occurred and is continuing, require the consent of Borrower Representative, which shall not be unreasonably withheld or delayed and shall be deemed granted if not objected to within three (3) Business Days following notice thereof to Borrower Representative. Notwithstanding the above, Agent may in its sole and absolute discretion prohibit any assignment by a Commitment Lender to a Person or Persons that are not Qualified Assignees. In the case of an assignment by a Lender under this SECTION 8.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Borrowers hereby acknowledge and agree that any assignment shall give rise to a direct obligation of Borrowers to the assignee and that the assignee shall be considered to be a "Lender." In all instances, 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 applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Loan assigned Lender shall so notify Borrowers and Borrowers shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this SECTION 8.1(a), (w) any Lender may at least $2,500,000 any time pledge the Obligations held by it and such Lender's rights under this Agreement and the assigningother Loan Documents to a Federal Reserve Bank, (x) any Lender may assign the Obligations held by it and such Lender's rights under this Agreement and the other Loan Documents to an investment fund managed by such Lender, (y) any Lender that is an investment fund may assign the Obligations held by it and such Lender's rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor or pledge such Obligations and rights to trustee for the benefit of its investors and (z) any Lender may assign the Obligations to an Affiliate of such Lender or to a Person that is a Lender prior to the date of such assignment.

Assignment and Participations. (a) Subject to the terms of this Section 8.19.1, any Revolving Lender (and the Fronting Lender pursuant to the exercise of the Put Right in accordance with Section 1.21) may make an assignment to a Qualified Assignee or a Related Fund or, in the case of the Fronting Lender, to the European Revolving Loan Participants, of, or sale of sell participations in, at any time or times, the Loan Documents, Loans, U.S. Letter of Credit Obligations, European Letter of Credit Obligations and the Revolving Loan Commitments or including any portion thereof Revolving Lender or interest therein, including such Fronting Lender's (as the case may be) rights, title, interests, remedies, powers or duties thereunderthereunder (provided, however, that each such assignment must be of a fixed percentage of all of such Lender's rights and obligations hereunder). Any assignment by a Revolving Lender shall: (i) with respect to the Revolving Loans, the US Term Loan A, the European Term Loan A, the Letter of Credit Obligations and the related Loan Documents, require the consent of US Borrower Representative (which consent shall not be unreasonably withheld or delayed); provided that US Borrower Representative's consent shall not be necessary with respect to any assignment made (1) to any assignee who is then a Lender or an Affiliate of a Lender or a Related Fund or (2) during the existence of an Event of Default; (ii) require the consent of: (1) with respect to the US Revolving Loan, the US Term Loan A, the US Letter of Credit Obligations, the US Revolving Loan Commitments, the US Term Loan A Commitments and the related Loan Documents, Administrative Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee)) and the execution of an assignment agreement (an "Assignment Agreement") substantially in the form attached hereto as Exhibit 9.1(a) and otherwise in form and substance reasonably satisfactory to, and (2) with respect to the European Revolving Loanacknowledged by, the European Term Loan A, the European Letter of Credit Obligations, the European Revolving Loan Commitments, the European Term Loan Commitments and the related Loan Documents, notice to each of the European Loan Agent and the European Funding Agent and the consent of Administrative Agent and the European Loan Agent (which consent, in each case, shall not be unreasonably withheld or delayed with respect to a Qualified Assignee); provided that Administrative Agent's and European Loan Agent's consent shall not be necessary with respect to any assignment made to any assignee who is then a Lender or an Affiliate of a Lender or a Related Fund; (iiiii) be conditioned on such assignee Revolving Lender representing to the assigning Revolving Lender and the Agents Agent that it is purchasing the applicable portions of the Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iviii) after giving effect to any such partial assignment, (1) in the case of any assignment of Revolving Loans, US Term Loan A or European Term Loan A, the assignee Lender shall have the aggregate U.S. Revolving Loan Commitments and European Revolving Loan Commitments in an aggregate amount at least equal the Dollar Equivalent of $5,000,000 and the assigning Lender shall have retained the U.S. Revolving Loan Commitments and European Revolving Loan Commitments in an aggregate amount at least equal to the Dollar Equivalent of $5,000,000; (iv) include a Commitment payment to Agent of an assignment fee of $3,500; and (v) so long as no Event of Default has occurred and is continuing, require the consent of U.S. Borrower, which shall not be unreasonably withheld or delayed; provided that no such consent shall be required for an assignment to a Qualified Assignee. In the case of an assignment by a Revolving Lender under this Section 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Revolving Lenders hereunder. The assigning Revolving Lender shall be relieved of its obligations hereunder with respect to its Revolving Loan Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers to the assignee and that the assignee shall be considered to be a "Lender". In all instances, each Revolving Lender's liability to make Loans hereunder shall be several and not joint and shall be limited to such Revolving Lender's Pro Rata Share of the U.S. Revolving Loan Commitments and European Revolving Loan Commitments. In the event Agent or any Revolving Lender or Fronting Lender assigns or otherwise transfers all or any part of the Obligations, Agent or any such Loan assigned Lender shall so notify Borrowers and Borrowers shall, upon the request of Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1(a), any Revolving Lender may at least $2,500,000 any time pledge the Obligations held by it and such Lender's rights under this Agreement and the assigningother Loan Documents to a Federal Reserve Bank, and any Revolving Lender that is an investment fund may assign the Obligations held by it and such Revolving Lender's rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided, that no such pledge to a Federal Reserve Bank shall release such Revolving Lender from such Revolving Lender's obligations hereunder or under any other Loan Document.

Assignment and Participations. (a) Subject to the terms of this Section 8.19.1 , any Lender (and the Fronting Lender pursuant to the exercise of the Put Right and GE Capital pursuant to the exercise of the GE Put Right, each in accordance with Section 1.22 ) may make an assignment to a Qualified Assignee or a Related Fund who has complied with the requirements of Section 1.15 (c) of, or sale in the case of the Fronting Lender, to the European Revolving Loan Participants of, or sell participations in, at any time or times, the Loan Documents, U.S. Revolving Loans, European Revolving Loans, U.S. Letter of Credit Obligations, European Letters of Credit Obligations and the Commitments any Commitment or any portion thereof or interest therein, including such any Lender's ’s or Fronting Lenders rights, title, interests, remedies, powers or duties thereunder. Any assignment by a Lender (other than the exercise of the Put Right or the GE Put Right) shall: (i) with respect to the Revolving Loans, the US Term Loan A, the European Term Loan A, the Letter of Credit Obligations and the related Loan Documents, require the consent of US Borrower Representative (which consent shall not be unreasonably withheld or delayed); provided that US Borrower Representative's consent shall not be necessary with respect to any assignment made (1) to any assignee who is then a Lender or an Affiliate of a Lender or a Related Fund or (2) during the existence of an Event of Default; (ii) require the consent of: (1) with respect to the US Revolving Loan, the US Term Loan A, the US Letter of Credit Obligations, the US Revolving Loan Commitments, the US Term Loan A Commitments and the related Loan Documents, Administrative Agent (which consent shall not be unreasonably withheld or delayed with respect to a Qualified Assignee)) and the execution of an assignment agreement (an " Assignment Agreement ") substantially in the form attached hereto as Exhibit 9.1(a) and otherwise in form and substance reasonably satisfactory to, and (2) with respect to the European Revolving Loanacknowledged by, the European Term Loan A, the European Letter of Credit Obligations, the European Revolving Loan Commitments, the European Term Loan Commitments and the related Loan Documents, notice to each of the European Loan Agent and the European Funding Agent and the consent of Administrative Agent and the European Loan Agent (which consent, in each case, shall not be unreasonably withheld or delayed with respect to a Qualified Assignee); provided that Administrative Agent's and European Loan Agent's consent shall not be necessary with respect to any assignment made to any assignee who is then a Lender or an Affiliate of a Lender or a Related Fund; (iiiii) be conditioned on such assignee Lender representing to the assigning Lender and the Agents Administrative Agent that it is purchasing the applicable portions of the Loans to be assigned to it for its own account, for investment purposes and not with a view to the distribution thereof; (iviii) after giving effect to any such partial assignment, (1) in the case of any assignment of Revolving Loans, US Term Loan A or European Term Loan A, the assignee Lender shall have Commitments in an amount at least equal to the Dollar Equivalent of $5,000,000 and the assigning Lender shall have retained Commitments in an amount at least equal to the Dollar Equivalent of $5,000,000; (iv) include a Commitment payment to Administrative Agent of an assignment fee of $3,500; and (v) so long as no Event of Default has occurred and is continuing, require the consent of U.S. Borrower, which shall not be unreasonably withheld or delayed; provided , that no such consent shall be required for an assignment to a Qualified Assignee. In the case of an assignment by a Lender under this Section 9.1 , the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as all other Lenders hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment. Each Borrower hereby acknowledges and agrees that any assignment shall give rise to a direct obligation of Borrowers to the assignee and that the assignee shall be considered to be a "Lender". In all instances, 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 applicable Commitment. In the event Administrative Agent, any Lender or Fronting Lender assigns or otherwise transfers all or any part of the Obligations, Administrative Agent, any such Loan assigned Lender or Fronting Lender shall so notify Borrowers and Borrowers shall, upon the request of Administrative Agent, such Lender or Fronting Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 9.1 (a) , any Lender may at least $2,500,000 any time pledge the Obligations held by it and such Lender’s rights under this Agreement and the assigningother Loan Documents to a Federal Reserve Bank, and any Lender that is an investment fund may assign the Obligations held by it and such Lender’s rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor; provided , that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender’s obligations hereunder or under any other Loan Document.