Common use of Assignment by Lender Clause in Contracts

Assignment by Lender. Any Lender may, at any time and from time to time assign or otherwise transfer all or part of its Lender's Commitment hereunder to any other bank or financial institution having a long term unsecured debt rating of AA (low) or higher or a short term unsecured debt rating of R-1 (middle) or higher (or the equivalent ratings) by the Rating Agency with the prior written consent of the Liquidity Agent and the Trust, which consents shall not be unreasonably withheld, provided that any assignment of a Lender's Commitment shall be in an amount not less than Cdn. $10,000,000 or the Equivalent Amount in United States Dollars and shall be accompanied by a simultaneous assignment to the assignee of the same proportion of aggregate amount of Notes, if any, held by the assigning Lender. Any such assignment or transfer shall become effective when the Trust and the Liquidity Agent have received written notice thereof, the requisite consents thereto have been given by the Trust and the Liquidity Agent, the Rating Agency shall have confirmed that the proposed assignment or transfer will not result in a downgrade or withdrawal of the rating of the Notes at such time and the Trust and the Liquidity Agent shall have received from the assignee Lender an undertaking (addressed to all the parties to this agreement) to be bound by this agreement and to perform the obligations assigned to it, substantially in the form of Schedule 6 hereto. Thereupon Schedule 1 shall be deemed to be amended to reflect the assignment of the assigning Lender's Commitment without further notice or other requirement, the Liquidity Agent shall, if necessary, amend its books of account to record the interest of the assignee Lender in the Notes held by the Liquidity Agent, the assignee Lender shall be and be deemed to be treated as a Lender for all purposes of this agreement, shall be entitled to the full benefit hereof and shall be subject to the obligations of the assigning Lender to the same extent as if it were an original party in respect of the rights and obligations assigned to it (except with respect to standby fees which have been paid) and the assigning Lender shall be released and discharged accordingly and to the same extent.

Assignment by Lender. Any (1) This Agreement, and the obligations of Borrower to make payments hereunder, may be assigned and reassigned in whole or in part to one or more assignees or subassignees (who shall be purchasers of the Bonds or an interest therein) by Lender mayat any time subsequent to its execution, without the necessity of obtaining the consent of Issuer or Borrower; provided, however, that no such assignment or reassignment shall be effective unless and until (a) Issuer and Borrower shall have received notice of the assignment or reassignment disclosing the name and address of the assignee or subassignee, which notice Issuer shall maintain as evidence of the ownership and registration of the Bonds, and (b) in the event that such assignment or reassignment is made to a bank or trust company as trustee for holders of certificates representing interests in this Agreement and the Bonds, such bank or trust company agrees to maintain, or cause to be maintained, a book-entry system by which a record of the names and addresses of such holders as of any particular time is kept and agrees, upon request of Issuer or Borrower, to furnish such information to Issuer or Borrower. Upon receipt of notice of assignment, Borrower will reflect in a book-entry the assignee designated in such notice of assignment, and shall agree to make all payments to the assignee designated in the notice of assignment, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Agreement or otherwise) that Issuer and Borrower may from time to time have against Lender or the assignee. Issuer and Borrower agree to execute all documents, including replacement bonds, notices of assignment and chattel mortgages, which may be reasonably requested by Lender or its assignee to protect their interest in the Collateral and in this Agreement. (2) Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section, the Lender may at any time and from time to time pledge and assign or otherwise transfer all or part any portion of its rights under all or any of the Borrower Documents or the Guarantor Documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations hereunder. (3) The Lender shall have the right to sell participations to one or more entities in or to all or a portion of its rights and obligations under the Borrower Documents or the Guarantor Documents; provided, however, that (i) the Lender's Commitment hereunder obligations under this Agreement shall remain unchanged, and (ii) Borrower shall continue to deal solely and directly with the Lender in connection with the Lender's rights and obligations under this Agreement and with regard to any other bank or financial institution having a long term unsecured debt rating of AA (low) or higher or a short term unsecured debt rating of R-1 (middle) or higher (and all payments to be made under this Agreement or the equivalent ratingsBonds. (4) Borrower acknowledges and agrees that Lender may provide to any assignee or participant originals or copies of the Borrower Documents, the Guarantor Documents, and any other documents, instruments, certificates, opinions, insurance policies, letters of credit, reports, requisitions and other materials and information of every nature or description, and may communicate all oral information, at any time submitted by the Rating Agency or on behalf of Borrower or received by Lender in connection with the prior written consent of the Liquidity Agent and the Trust, which consents shall not be unreasonably withheldBonds or this Agreement or with respect to Borrower, provided that prior to any assignment such delivery or communication, such assignees or participants shall agree to preserve the confidentiality of a Lender's Commitment shall be in an amount not less than Cdn. $10,000,000 or the Equivalent Amount in United States Dollars and shall be accompanied by a simultaneous assignment to the assignee any of the same proportion of aggregate amount of Notes, if any, held by the assigning Lender. Any such assignment or transfer shall become effective when the Trust and the Liquidity Agent have received written notice thereof, the requisite consents thereto have been given by the Trust and the Liquidity Agent, the Rating Agency shall have confirmed that the proposed assignment or transfer will not result in a downgrade or withdrawal of the rating of the Notes at such time and the Trust and the Liquidity Agent shall have received from the assignee Lender an undertaking (addressed to all the parties to this agreement) to be bound by this agreement and to perform the obligations assigned to it, substantially in the form of Schedule 6 hereto. Thereupon Schedule 1 shall be deemed to be amended to reflect the assignment of the assigning Lender's Commitment without further notice or other requirement, the Liquidity Agent shall, if necessary, amend its books of account to record the interest of the assignee Lender in the Notes held by the Liquidity Agent, the assignee Lender shall be and be deemed to be treated as a Lender for all purposes of this agreement, shall be entitled to the full benefit hereof and shall be subject to the obligations of the assigning Lender foregoing to the same extent that the Lender has agreed to preserve such confidentiality. In order to facilitate assignments to assignees and sales to participants, Borrower shall execute such further documents, instruments or agreements as if it were an original party Lender may reasonably require. In addition, Borrower agrees to cooperate fully with the Lender in respect the exercise of Lender's rights pursuant to this Section, including providing such information and documentation regarding Borrower as the rights and obligations assigned to it (except with respect to standby fees which have been paid) and the assigning Lender shall be released and discharged accordingly and to the same extentor any potential assignee or participant may reasonably request.

Assignment by Lender. Any Lender may, at any time and from From time to time the Lender may assign or otherwise transfer all or any part of its Lender's Commitment hereunder to any other bank or financial institution having a long term unsecured debt rating of AA (low) or higher or a short term unsecured debt rating of R-1 (middle) or higher (or the equivalent ratings) by the Rating Agency with the prior written consent of the Liquidity Agent rights to, and the Trustmay have its obligations in respect of, which consents shall not be unreasonably withheld, provided that any assignment of a Lender's Commitment shall be in an amount not less than Cdn. $10,000,000 or 5,000,000 of the Equivalent Amount in United States Dollars and Credit assumed by any Person upon securing the consent of the Borrower, such consent not to be unreasonably withheld. No assignee, however, shall be accompanied by a simultaneous assignment entitled to receive any greater amount payable under or otherwise in respect of this Agreement than the assignee of the same proportion of aggregate amount of Notes, if any, held by the assigning Lender. Any Lender would have been entitled to receive had such assignment or transfer not be made. An assignment shall become effective when the Trust and the Liquidity Agent have received written notice thereof, the requisite consents thereto have been given by the Trust and the Liquidity Agent, the Rating Agency shall have confirmed that the proposed assignment or transfer will not result in a downgrade or withdrawal of the rating of the Notes at such time and the Trust and the Liquidity Agent shall have Borrower has received from the assignee Lender an undertaking (addressed to all the parties to this agreementAgreement) to be bound by this agreement Agreement in its entirety and to perform the obligations assigned to itit hereunder in form and substance satisfactory to the Borrower, substantially in the form of Schedule 6 heretoacting reasonably. Thereupon Schedule 1 shall be deemed to be amended to reflect the assignment of the assigning Lender's Commitment without further notice or other requirement, the Liquidity Agent shall, if necessary, amend its books of account to record the interest of the Any assignee Lender in the Notes held by the Liquidity Agent, the assignee Lender shall be and be deemed to be treated as a if it were the Lender for all purposes of this agreementAgreement, shall be entitled to the full benefit hereof hereof, and shall be subject to the obligations of the assigning Lender to the same extent as if it were an original party in respect of the rights and or obligations assigned to it (except with respect to standby fees which have been paid) and the assigning Lender shall be released and discharged accordingly from its obligations hereunder. For the purposes of any such assignment the Lender may upon securing the consent of the Borrower, such consent not to be unreasonably withheld, disclose on a confidential basis to a potential assignee such information about the Borrower as the Borrower may permit and the Lender may see fit. The Borrower agrees to execute and deliver, at the same extentrequest and expense of the Lender, such deeds, documents, instruments, and assurances as the Lender may reasonably request in connection with any such assignment.

Assignment by Lender. Any (a) Each Lender mayshall be entitled to assign its rights and obligations under this Agreement or grant participation(s) in the Facility to any subsidiary, at holding company or other affiliate or office of such Lender, to any time subsidiary, office or other affiliate company, special purpose entity or funding vehicle of any thereof or, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed and to be deemed granted within ten (10) Banking Days from time to time assign or otherwise transfer all or part the day it has been sought unless it has been expressly refused within that period, provided, however, that such consent from the Borrower is not required if an Event of its Lender's Commitment hereunder Default has occurred and is continuing) and with the consent of the Facility Agent, to any other bank or financial institution having (in a long term unsecured debt rating minimum amount of AA (low) not less than $1,000,000), and such Lender shall forthwith give notice of any such assignment or higher participation to the Borrower and pay the other Lender an assignment fee of $3,000 for each such assignment or a short term unsecured debt rating of R-1 (middle) or higher (or the equivalent ratings) participation; provided, however, that any such assignment must be made pursuant to an Assignment and Assumption Agreement. The Borrower will take all reasonable actions requested by the Rating Agency with Agents or any Lender to effect such assignment. In addition, any Lender may disclose to any prospective assignee any information about the prior written consent Security Parties and the Transaction Documents as the Lender shall consider appropriate if the person to whom the information is given agrees in writing to keep such information confidential. (b) The Facility Agent, acting for this purpose as an agent of the Liquidity Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders and principal amount of the Facility owing to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Facility Agent and the Trust, which consents shall not be unreasonably withheld, provided that any assignment of a Lender's Commitment shall be Lenders may treat each Person whose name is recorded in an amount not less than Cdn. $10,000,000 or the Equivalent Amount in United States Dollars and shall be accompanied by a simultaneous assignment Register pursuant to the assignee of the same proportion of aggregate amount of Notes, if any, held by the assigning Lender. Any such assignment or transfer shall become effective when the Trust and the Liquidity Agent have received written notice thereof, the requisite consents thereto have been given by the Trust and the Liquidity Agent, the Rating Agency shall have confirmed that the proposed assignment or transfer will not result in a downgrade or withdrawal of the rating of the Notes at such time and the Trust and the Liquidity Agent shall have received from the assignee Lender an undertaking (addressed to all the parties to this agreement) to be bound by this agreement and to perform the obligations assigned to it, substantially in the form of Schedule 6 hereto. Thereupon Schedule 1 shall be deemed to be amended to reflect the assignment of the assigning Lender's Commitment without further notice or other requirement, the Liquidity Agent shall, if necessary, amend its books of account to record the interest of the assignee Lender in the Notes held by the Liquidity Agent, the assignee Lender shall be and be deemed to be treated terms hereof as a Lender hereunder for all purposes of this agreementAgreement, notwithstanding notice to the contrary. The Register shall be entitled available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) Upon its receipt of a duly completed Assignment and Assumption Agreement executed by an assigning Lender and an assignee, the full benefit hereof assignment fee referred to above and any written consent to such assignment required, the Facility Agent shall be subject to accept such Assignment and Assumption Agreement and record the obligations of information contained therein in the Register; provided, that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to this Agreement, the Facility Agent shall have no obligation to accept such Assignment and Assumption Agreement and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (d) In addition, any Lender may at any time, without the consent of, or notice to, the Borrower or any Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Advance owing to it); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the same extent as if it were an original party other parties hereto for the performance of such obligations and (iii) the Borrower, the Guarantor, the Facility Agent and the other Lenders shall continue to deal solely and directly with such Lender in respect of the connection with such Lender’s rights and obligations assigned under this Agreement. Any agreement or instrument pursuant to it (except with respect to standby fees which have been paid) and the assigning a Lender sells such a participation shall provide that such Lender shall be released and discharged accordingly retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the same extentconsent of the Participant, agree to any amendment, modification or waiver that requires the consent of each Lender directly affected thereby pursuant to the terms of this Agreement and that directly affects such Participant.

Assignment by Lender. Any A. Lender maymay assign Lender's right to receive its Contingent Bonus hereunder in whole or in part, at any time after the release of the Picture, subject to WDP's approval not to be unreasonably withheld and from time to time assign or otherwise transfer all or part of its Lender's Commitment hereunder provided that such assignment does not subject WDP to any other bank or financial institution having a long term unsecured debt rating of AA (low) or higher or a short term unsecured debt rating of R-1 (middle) or higher (or the equivalent ratings) by the Rating Agency additional liability in connection with the prior written consent of the Liquidity Agent and the Trustassignment. However, which consents in no event shall not WDP be unreasonably withheldobligated to account to more than one Person. In any event, provided that WDP's obligation to pay in accordance with any assignment assignment, or designation of a Lender's Commitment disbursing agent, shall be in an amount not less than Cdn. $10,000,000 or the Equivalent Amount in United States Dollars and shall be accompanied by a simultaneous assignment to the assignee conditioned on WDP's receipt of the same proportion of aggregate amount of Notes, if any, held by the assigning Lender. Any such assignment or transfer shall become effective when the Trust and the Liquidity Agent have received written notice thereof, the requisite consents thereto have been given by the Trust in form satisfactory to WDP, and the Liquidity Agent, the Rating Agency WDP's payment in accordance therewith shall have confirmed that the proposed assignment or transfer will not result in a downgrade or withdrawal of the rating of the Notes at such time and the Trust and the Liquidity Agent shall have received from the assignee satisfy WDP's payment obligations to Lender an undertaking (addressed to all the parties to this agreement) to be bound by this agreement and to perform the obligations assigned to it, substantially in the form of Schedule 6 heretohereunder. Thereupon Schedule 1 shall be deemed to be amended to reflect the assignment of the assigning Lender's Commitment without further notice or other requirement, the Liquidity Agent shall, if necessary, amend its right to examine WDP's books of account shall not be assignable without WDP's prior written consent and in any event shall be limited to record one Person. B. WDP shall have the interest right of first refusal with respect to any proposed assignment of Lender's right to receive Contingent Bonus hereunder upon equivalent terms (to the extent economically matchable) offered to Lender by a bona fide third party. Lender shall notify WDP of the assignee terms of any such proposed assignment and WDP shall have 7 business days within which to elect to accept such terms. Lender shall make no change in such terms which are adverse to Lender's interest without giving WDP the Notes held by the Liquidity Agentopportunity to accept such changed terms. If WDP does not elect to accept such terms, the assignee then Lender shall be and be deemed free to be treated as a Lender for all purposes accept the proposed terms of assignment from such bona fide third party provided that if such proposed assignment is not concluded within 30 days following the expiration of the 7 business day period referred to above, WDP's right of first refusal under this agreement, Paragraph 3.5.B shall be entitled to the full benefit hereof revive and shall be subject apply to the obligations of the assigning Lender each subsequent offer received by Lender. This Paragraph 3.5.B shall not apply to the same extent as if it were an original party in respect of the rights and obligations assigned to it (except with respect to standby fees which have been paid) and the assigning Lender shall be released and discharged accordingly and to the same extentfamily gifts.

Assignment by Lender. Any Subject in all respects to the Loan Documents, upon foreclosure by the Lender mayon the Mortgage Loans following an Event of Default and delivery of a Lender Notice to Custodian pursuant to Section 4(d), at Lender shall have free and unrestricted use of the Mortgage Loans, and all rights of Lender under the Loan Agreement (including under this Tri-Party Agreement) may be assigned by Lender, subject to the Loan Documents, to any time assignee designated by Lender (each, an “Assignee”). Upon receipt of reasonable advance written notice to the Custodian of any such assignment in the form attached hereto as Annex 8, with consent from Custodian which shall be solely with respect to the approval of such Assignee pursuant to the requirements and limitations of the Custodian’s “know your customer” rules that may be in effect from time to time assign or otherwise transfer all or part of its Lender's Commitment hereunder to any other bank or financial institution having a long term unsecured debt rating of AA (low) or higher or a short term unsecured debt rating of R-1 (middle) or higher (or the equivalent ratings) by the Rating Agency with the prior written consent of the Liquidity Agent and the Trust, which consents shall not be unreasonably withheld, provided that any assignment of a Lender's Commitment shall be in an amount not less than Cdn. $10,000,000 or the Equivalent Amount in United States Dollars and shall be accompanied by a simultaneous assignment to the assignee of the same proportion of aggregate amount of Notes, if any, held by the assigning Lender. Any such assignment or transfer shall become effective when the Trust and the Liquidity Agent have received written notice thereoftime, the requisite consents thereto have been given by the Trust and the Liquidity Agent, the Rating Agency Custodian shall have confirmed that the proposed assignment or transfer will not result in a downgrade or withdrawal of the rating of the Notes at such time and the Trust and the Liquidity Agent shall have received from the assignee Lender an undertaking (addressed to all the parties to this agreement) to be bound by this agreement and to perform the obligations assigned to it, substantially in the form of Schedule 6 hereto. Thereupon Schedule 1 shall be deemed to be amended mxxx its records to reflect the pledge or assignment of the assigning Lender's Commitment without further notice or other requirement, the Liquidity Agent shall, if necessary, amend its books of account to record the interest of the assignee Lender in the Notes held Mortgage Loans by the Liquidity Agent, the assignee Lender shall be and be deemed to be treated as a Lender for all purposes of this agreement, shall be entitled to the full benefit hereof and shall be subject to the obligations of the assigning Lender to the same extent as if it were an original party in respect Assignee. The Custodian’s records shall reflect the pledge or assignment of the rights and obligations assigned to it (except with respect to standby fees which have been paid) and the assigning Mortgage Loans by Lender shall be released and discharged accordingly and to the same extentAssignee until such time as the Custodian receives written instructions from Lender with consent from the Assignee that the Mortgage Loans are no longer pledged or assigned by Lender to the Assignee, at which time the Custodian shall change its records to reflect the release of the pledge or assignment of the Mortgage Loans, and that the Custodian is holding the Mortgage Loans, as custodian for, and for the benefit of, Borrower.

Assignment by Lender. Any Lender mayLender, with the prior written consent of Borrower (which consent shall not be unreasonably withheld or delayed), may at any time and from time to time assign this Agreement or any or all of the Obligations together with any or all of the security therefor and any transferee shall succeed to all of Lender's rights with respect to the interest so assigned; provided that the consent of Borrower shall not be required for any assignment by Lender so long as (i) BNY Financial Corporation shall remain as agent for the Lenders hereunder and (ii) satisfactory voting and payment mechanisms are established under this Agreement. Upon such transfer, Lender shall be released from all responsibility with respect to the interest so assigned (from the effective date of such assignment forward) and for the Collateral to the extent same is assigned to any transferee and Borrower shall have no further obligations to Lender with respect to the interests so assigned, provided such transferee has assumed all of Lender's responsibilities and obligations with respect to the interest and Collateral so assigned. Lender may from time to time sell or otherwise transfer all or part grant participations in any of its Lender's Commitment hereunder the Obligations to any bank, finance company, insurance company, or other bank or financial institution having a long term unsecured debt rating of AA services company (low) or higher or a short term unsecured debt rating of R-1 (middle) or higher (or the equivalent ratings) by the Rating Agency with except that Lender will not, without the prior written consent of Borrower sell or otherwise grant such participations to a direct competitor of the Liquidity Agent Borrower or any Subsidiary Guarantor or to a Person engaged as one of its principal activities in a Related Business), and the Trustholder of any such participation shall, which consents shall not be unreasonably withheld, provided that any assignment of a Lender's Commitment shall be in an amount not less than Cdn. $10,000,000 or the Equivalent Amount in United States Dollars and shall be accompanied by a simultaneous assignment subject to the assignee terms of the same proportion of aggregate amount of Notesany agreement between Lender and such holder, if any, held by the assigning Lender. Any such assignment or transfer shall become effective when the Trust and the Liquidity Agent have received written notice thereof, the requisite consents thereto have been given by the Trust and the Liquidity Agent, the Rating Agency shall have confirmed that the proposed assignment or transfer will not result in a downgrade or withdrawal of the rating of the Notes at such time and the Trust and the Liquidity Agent shall have received from the assignee Lender an undertaking (addressed to all the parties to this agreement) to be bound by this agreement and to perform the obligations assigned to it, substantially in the form of Schedule 6 hereto. Thereupon Schedule 1 shall be deemed to be amended to reflect the assignment of the assigning Lender's Commitment without further notice or other requirement, the Liquidity Agent shall, if necessary, amend its books of account to record the interest of the assignee Lender in the Notes held by the Liquidity Agent, the assignee Lender shall be and be deemed to be treated as a Lender for all purposes of this agreement, shall be entitled to the full benefit hereof same benefits as Lender with respect to any security for the Obligations in which such holder is a participant. Any agreement pursuant to which the Lender may grant such a participating interest shall provide that the Lender shall retain the sole right and shall be subject responsibility to enforce the obligations of the assigning Borrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that the Lender will not agree to any modification, amendment or waiver of this Agreement that (i) increases the same extent Maximum Loan Amount, (ii) decreases the interest rate applicable to Revolving Credit Advances or (iii) releases Collateral (other than, in each instance, as if it were an original party in respect expressly permitted or allowed by this Agreement or the applicable Ancillary Document) without the consent of the participant. Borrower agrees that each such holder may exercise any and all rights of banker's lien, set-off and obligations assigned to it (except counterclaim with respect to standby fees which have been paid) and its participation in the assigning Lender shall be released and discharged accordingly and Obligations as fully as though Borrower were directly indebted to such holder in the same extentamount of such participation.

Assignment by Lender. Any The Lender may, may at any time and from time assign to time assign one or otherwise transfer more Eligible Assignees all or part a portion of its Lender's Commitment hereunder to any other bank or financial institution having a long term unsecured debt rating of AA rights and obligations under this Agreement (low) or higher including all or a short term unsecured debt rating of R-1 (middle) or higher (or the equivalent ratings) by the Rating Agency with the prior written consent portion of the Liquidity Agent Credit Facility and the TrustAdvances at the time owing to it); provided that: (a) except if a Default or an Event of Default has occurred and is continuing or in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Advances at the time owing to it or in the case of an assignment to the Lender or an Affiliate of the Lender, the aggregate amount of the Commitment being assigned (which consents for this purpose includes Advances outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Advance of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Lender or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than $1,000,000 (unless the Commitment or amount owing to the Lender under the applicable Credit Facility is less than $1,000,000), unless the Lender and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consents to a lower amount (each such consent not to be unreasonably withheld, provided that any withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights and obligations under this Agreement with respect to the Advance or the Commitment assigned; except that this paragraph (b) shall not prohibit the Lender from assigning all or a portion of its rights and obligations among separate credits on a non-pro rata basis; (c) any assignment must be approved by the Lender acting reasonably (such approval not to be unreasonably withheld or delayed); (d) any assignment must be approved by the Borrower acting reasonably (such approval not to be unreasonably delayed; provided that such approval shall not be considered to have been unreasonable withheld, if as a result of such approval, the Borrower would be required to pay an additional amount pursuant to Article 15) unless (A) the proposed assignee is already the Lender, or (B) a Default or Event of Default has occurred; and (e) the parties to each assignment shall execute and deliver to the Lender an Assignment and Assumption, together with a processing and recordation fee in an amount specified elsewhere in this Agreement and the Eligible Assignee, if it shall not less than Cdnbe the Lender, shall deliver to the Lender an Administrative Questionnaire. $10,000,000 or From and after the Equivalent Amount effective date specified in United States Dollars each Assignment and Assumption, the Eligible Assignee thereunder shall be accompanied by a simultaneous assignment party to this Agreement and, to the assignee extent of the same proportion interest assigned by such Assignment and Assumption, have the rights and obligations of aggregate amount the Lender under this Agreement and the other Loan Documents, including any collateral security, and the assigning Lender thereunder shall, to the extent of Notesthe interest assigned by such Assignment and Assumption, if anybe released from its obligations under this Agreement (and, held by in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, the Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Article 12 and Article 13, and shall continue to be liable for any breach of this Agreement by the Lender, with respect to facts and circumstances occurring prior to the effective date of such assignment. Any such assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this paragraph (other than a participation described in Section 14.03) shall be null and void as against the Borrower. Any payment by an assignee to an assigning Lender in connection with an assignment or transfer shall become effective when the Trust and the Liquidity Agent have received written notice thereof, the requisite consents thereto have been given by the Trust and the Liquidity Agent, the Rating Agency shall have confirmed that the proposed assignment not be or transfer will not result in a downgrade or withdrawal of the rating of the Notes at such time and the Trust and the Liquidity Agent shall have received from the assignee Lender an undertaking (addressed to all the parties to this agreement) to be bound by this agreement and to perform the obligations assigned to it, substantially in the form of Schedule 6 hereto. Thereupon Schedule 1 shall be deemed to be amended to reflect the assignment of the assigning Lender's Commitment without further notice or other requirement, the Liquidity Agent shall, if necessary, amend its books of account to record the interest of the assignee Lender in the Notes held a repayment by the Liquidity Agent, the assignee Lender shall be and be deemed to be treated as Borrower or a Lender for all purposes of this agreement, shall be entitled new Advance to the full benefit hereof and shall be subject to the obligations of the assigning Lender to the same extent as if it were an original party in respect of the rights and obligations assigned to it (except with respect to standby fees which have been paid) and the assigning Lender shall be released and discharged accordingly and to the same extentBorrower.

Assignment by Lender. Any (a) Lender maymay assign, at any time and from time to time assign negotiate, pledge or otherwise transfer hypothecate all or part any portion of this Agreement or grant participations herein, or in any of its Lender's Commitment hereunder to any other bank or financial institution having a long term unsecured debt rating rights and security hereunder, including, without limitation, the Note and the Security Instruments. In the case of AA (low) or higher or a short term unsecured debt rating such assignment, Borrower will accord full recognition thereto and agree that all rights and remedies of R-1 (middle) or higher (or the equivalent ratings) by the Rating Agency Lender in connection with the prior written consent of the Liquidity Agent and the Trust, which consents shall not be unreasonably withheld, provided that any assignment of a Lender's Commitment interest so assigned shall be in an amount not less than Cdn. $10,000,000 or the Equivalent Amount in United States Dollars and shall be accompanied enforceable against Borrower by a simultaneous assignment to the such assignee of with the same proportion of aggregate amount of Notes, if any, held by the assigning Lender. Any such assignment or transfer shall become effective when the Trust force and the Liquidity Agent have received written notice thereof, the requisite consents thereto have been given by the Trust effect and the Liquidity Agent, the Rating Agency shall have confirmed that the proposed assignment or transfer will not result in a downgrade or withdrawal of the rating of the Notes at such time and the Trust and the Liquidity Agent shall have received from the assignee Lender an undertaking (addressed to all the parties to this agreement) to be bound by this agreement and to perform the obligations assigned to it, substantially in the form of Schedule 6 hereto. Thereupon Schedule 1 shall be deemed to be amended to reflect the assignment of the assigning Lender's Commitment without further notice or other requirement, the Liquidity Agent shall, if necessary, amend its books of account to record the interest of the assignee Lender in the Notes held by the Liquidity Agent, the assignee Lender shall be and be deemed to be treated as a Lender for all purposes of this agreement, shall be entitled to the full benefit hereof and shall be subject to the obligations of the assigning Lender to the same extent as if it were an original party in respect the same would have been enforceable by Lender but for such assignment. Borrower shall not assign or attempt to assign any of its rights under this Agreement, either voluntarily or by operation of law and any attempted assignment shall be null and void. (b) Lender shall maintain a register for the recordation of the names and addresses of Lender and any other Persons owning an interest in any of its rights and obligations assigned security hereunder, including the principal amounts of (and stated interest on) the Loans owing to Lender and any such other Persons pursuant to the terms hereof from time to time, and, in order for such assignment, negotiation, pledge, hypothecation, participation or other transfer to become effective, shall amend such register to reflect any assignment, negotiation, pledge, hypothecation, participation or other transfer otherwise properly affected pursuant to this Section 9.2. If Lender assigns, negotiates, pledges, hypothecates, grants a participation in or otherwise transfers all or any part of, or any interest in, Lender's obligations, rights and benefits under this Agreement to any Person, such Person shall deliver to Borrower, on or prior to the date it (except with respect acquires an interest in this Agreement, and at the time or times reasonably requested by Borrower and at the time or times prescribed by applicable law, such properly completed and executed documentation reasonably requested by Borrower or prescribed by applicable law as will permit payments under any Loan Document to standby fees which have been paidbe made without withholding of taxes. For the avoidance of doubt, nothing in this Section 9.2(b) shall restrict any of Lender’s rights under Section 9.2(a) to assign, negotiate, pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein, or in any of its rights and security hereunder, including, without limitation, the Note and the assigning Lender shall be released and discharged accordingly and to the same extentSecurity Instruments.

Assignment by Lender. Any The Lender may, shall have the right at any time and or from time to time time, and without Borrower's or any Guarantor's consent, to assign or otherwise transfer all or part of its Lender(as to all, subject to the Borrower's Commitment hereunder to any other bank or financial institution having a long term unsecured debt rating of AA (low) or higher or a short term unsecured debt rating of R-1 (middle) or higher (or the equivalent ratings) by the Rating Agency with the prior written consent of the Liquidity Agent and the Trust, which consents shall not be unreasonably withheldwithheld or delayed) or any portion of its rights and obligations hereunder to one or more lenders or other financial institutions (each, provided an "Assignee"), and the Borrower and each Guarantor agree that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any assignment other documents, instruments and agreements executed in connection herewith as the Lender shall deem necessary to effect the foregoing. In addition, at the request of a the Lender and any such Assignee, the Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if the Lender has retained any of its rights and obligations hereunder following such assignment, to the Lender's Commitment , which new promissory notes shall be issued in an amount replacement of, but not less than Cdn. $10,000,000 or in discharge of, the Equivalent Amount in United States Dollars and shall be accompanied liability evidenced by a simultaneous assignment to the assignee of the same proportion of aggregate amount of Notes, if any, promissory note held by the assigning Lender. Any Lender prior to such assignment or transfer and shall become effective when reflect the Trust amount of the respective commitments and loans held by such Assignee and the Liquidity Agent have received written notice thereofLender after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, the requisite consents thereto have been given amendments and any other documentation required by the Trust Lender in connection with such assignment, and the Liquidity Agentpayment by Assignee of the purchase price agreed to by the Lender, the Rating Agency and such Assignee, such Assignee shall be a party to this Agreement and shall have confirmed that the proposed assignment or transfer will not result in a downgrade or withdrawal of the rating of the Notes at such time and the Trust and the Liquidity Agent shall have received from the assignee Lender an undertaking (addressed to all the parties to this agreement) to be bound by this agreement and to perform the obligations assigned to it, substantially in the form of Schedule 6 hereto. Thereupon Schedule 1 shall be deemed to be amended to reflect the assignment of the assigning Lender's Commitment without further notice or other requirement, the Liquidity Agent shall, if necessary, amend its books of account to record the interest of the assignee Lender in the Notes held by the Liquidity Agent, the assignee Lender shall be and be deemed to be treated as a Lender for all purposes of this agreement, shall be entitled to the full benefit hereof and shall be subject to the obligations of the assigning Lender to the same extent as if it were an original party in respect of the rights and obligations assigned of the Lender hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to it (except with respect to standby fees which the extent that such rights and obligations have been paid) assigned by the Lender pursuant to the assignment documentation between the Lender and such Assignee, and the assigning Lender shall be released from its obligations hereunder and discharged accordingly and thereunder to the same a corresponding extent.

Assignment by Lender. Any Lender may(a) Lender, subject to clause (b) below, may at any time and from time to time assign this Agreement or any or all of the Obligations together with any or all of the security therefor and any transferee shall succeed to all of Lender's rights with respect to the interest so assigned. Upon such transfer, Lender shall be released from all responsibility with respect to the interest so assigned (from the effective date of such assignment forward) and for the Collateral to the extent same is assigned to any transferee and Borrower shall have no further obligations to Lender with respect to the interests so assigned, provided such transferee has assumed all of Lender's responsibilities and obligations with respect to the interest and Collateral so assigned. Lender, subject to clause (b) below, may from time to time sell or otherwise transfer all or part grant participations in any of its Lender's Commitment hereunder the Obligations to any bank, finance company, insurance company, or other bank financial services company, and the holder of any such participation shall, subject to the terms of any agreement between Lender and such holder, be entitled to the same benefits as Lender with respect to any security for the Obligations in which such holder is a participant. Any agreement pursuant to which the Lender may grant such a participating interest shall provide that the Lender shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder including, without limitation, the right to approve any amendment, modification or financial institution having a long term unsecured debt rating waiver of AA any provision of this Agreement; provided that such participation agreement may provide that the Lender will not agree to any modification, amendment or waiver of this Agreement that (lowi) increases the Maximum Loan Amount, (ii) decreases the interest rate applicable to Revolving Credit Advances or higher (iii) releases Collateral (other than, in each instance, as expressly permitted or a short term unsecured debt rating of R-1 (middle) or higher (allowed by this Agreement or the equivalent ratingsapplicable Ancillary Document) by without the Rating Agency consent of the participant. Borrower agrees that each such holder may exercise any and all rights of banker's lien, set-off and counterclaim with respect to its participation in the Obligations as fully as though Borrower were directly indebted to such holder in the amount of such participation. Notwithstanding anything to the contrary in clause (a) above, unless an Event of Default shall have occurred and during the continuance thereof, no Lender shall (i) sell, without the prior written consent of the Liquidity Agent and the TrustBorrower, which consents shall not be unreasonably withhelda participating interest or (ii) sell, provided that assign or transfer any assignment part of its rights hereunder to any Person listed on Schedule 16(b) or to a Lender's Commitment shall be in an amount not less than Cdn. $10,000,000 or the Equivalent Amount in United States Dollars and shall be accompanied by a simultaneous assignment to the assignee direct competitor of the same proportion Borrower or any Guarantor or to a Person engaged as one of aggregate amount of Notes, if any, held by the assigning Lender. Any such assignment or transfer shall become effective when the Trust and the Liquidity Agent have received written notice thereof, the requisite consents thereto have been given by the Trust and the Liquidity Agent, the Rating Agency shall have confirmed that the proposed assignment or transfer will not result its principal activities in a downgrade or withdrawal of the rating of the Notes at such time and the Trust and the Liquidity Agent shall have received from the assignee Lender an undertaking (addressed to all the parties to this agreement) to be bound by this agreement and to perform the obligations assigned to it, substantially in the form of Schedule 6 hereto. Thereupon Schedule 1 shall be deemed to be amended to reflect the assignment of the assigning Lender's Commitment without further notice or other requirement, the Liquidity Agent shall, if necessary, amend its books of account to record the interest of the assignee Lender in the Notes held by the Liquidity Agent, the assignee Lender shall be and be deemed to be treated as a Lender for all purposes of this agreement, shall be entitled to the full benefit hereof and shall be subject to the obligations of the assigning Lender to the same extent as if it were an original party in respect of the rights and obligations assigned to it (except with respect to standby fees which have been paid) and the assigning Lender shall be released and discharged accordingly and to the same extentRelated Business.

Assignment by Lender. Any (a) Each Lender mayshall be entitled to assign its rights and obligations under this Agreement or grant participation(s) in the Facility to any subsidiary, at holding company or other affiliate or office of such Lender, to any time subsidiary, office or other affiliate company, special purpose entity or funding vehicle of any thereof or, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed and to be deemed granted within ten (10) Banking Days from time to time assign or otherwise transfer all or part the day it has been sought unless it has been expressly refused within that period, provided, however, that such consent from the Borrower is not required if an Event of its Lender's Commitment hereunder Default has occurred and is continuing) and with the consent of the Facility Agent, to any other bank or financial institution having (in a long term unsecured debt rating minimum amount of AA (low) not less than $1,000,000), and such Lender shall forthwith give notice of any such assignment or higher participation to the Borrower and pay the other Lender an assignment fee of $3,000 for each such assignment or a short term unsecured debt rating of R-1 (middle) or higher (or the equivalent ratings) participation; provided, however, that any such assignment must be made pursuant to an Assignment and Assumption Agreement. The Borrower will take all reasonable actions requested by the Rating Agency with Agents or any Lender to effect such assignment. In addition, any Lender may disclose to any prospective assignee any information about the prior written consent Security Parties and the Transaction Documents as the Lender shall consider appropriate if the person to whom the information is given agrees in writing to keep such information confidential. (b) The Facility Agent, acting for this purpose as an agent of the Liquidity Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders and principal amount of the Facility owing to each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower, the Facility Agent and the Trust, which consents shall not be unreasonably withheld, provided that any assignment of a Lender's Commitment shall be Lenders may treat each Person whose name is recorded in an amount not less than Cdn. $10,000,000 or the Equivalent Amount in United States Dollars and shall be accompanied by a simultaneous assignment Register pursuant to the assignee of the same proportion of aggregate amount of Notes, if any, held by the assigning Lender. Any such assignment or transfer shall become effective when the Trust and the Liquidity Agent have received written notice thereof, the requisite consents thereto have been given by the Trust and the Liquidity Agent, the Rating Agency shall have confirmed that the proposed assignment or transfer will not result in a downgrade or withdrawal of the rating of the Notes at such time and the Trust and the Liquidity Agent shall have received from the assignee Lender an undertaking (addressed to all the parties to this agreement) to be bound by this agreement and to perform the obligations assigned to it, substantially in the form of Schedule 6 hereto. Thereupon Schedule 1 shall be deemed to be amended to reflect the assignment of the assigning Lender's Commitment without further notice or other requirement, the Liquidity Agent shall, if necessary, amend its books of account to record the interest of the assignee Lender in the Notes held by the Liquidity Agent, the assignee Lender shall be and be deemed to be treated terms hereof as a Lender hereunder for all purposes of this agreementAgreement, notwithstanding notice to the contrary. The Register shall be entitled available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) Upon its receipt of a duly completed Assignment and Assumption Agreement executed by an assigning Lender and an assignee, the full benefit hereof assignment fee referred to above and any written consent to such assignment required, the Facility Agent shall be subject to accept such Assignment and Assumption Agreement and record the obligations of information contained therein in the Register; provided, that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to this Agreement, the Facility Agent shall have no obligation to accept such Assignment and Assumption Agreement and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (d) In addition, any Lender may at any time, without the consent of, or notice to, the Borrower or any Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower's Affiliates) (each, a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Advance owing to it); provided, that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the same extent as if it were an original party other parties hereto for the performance of such obligations and (iii) the Borrower, the Guarantor, the Facility Agent and the other Lenders shall continue to deal solely and directly with such Lender in respect of the connection with such Lender's rights and obligations assigned under this Agreement. Any agreement or instrument pursuant to it (except with respect to standby fees which have been paid) and the assigning a Lender sells such a participation shall provide that such Lender shall be released and discharged accordingly retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the same extentconsent of the Participant, agree to any amendment, modification or waiver that requires the consent of each Lender directly affected thereby pursuant to the terms of this Agreement and that directly affects such Participant.

Assignment by Lender. Any (a) Each Lender mayshall be entitled to assign its rights and obligations under this Agreement or grant participation(s) in the Facility to any subsidiary, at holding company or other affiliate or office of such Lender, to any time subsidiary, office or other affiliate company, special purpose entity or funding vehicle of any thereof or, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed and to be deemed granted within ten (10) Business Days from time to time assign or otherwise transfer all or part the day it has been sought unless it has been expressly refused within that period, provided, however, that such consent from the Borrower is not required if an Event of its Lender's Commitment hereunder Default has occurred and is continuing) and with the consent of the Facility Agent, to any other bank or financial institution having (in a long term unsecured debt rating minimum amount of AA (low) not less than $1,000,000), and such Lender shall forthwith give notice of any such assignment or higher participation to the Borrower and pay the other Lender an assignment fee of $3,000 for each such assignment or a short term unsecured debt rating of R-1 (middle) or higher (or the equivalent ratings) participation; provided, however, that any such assignment must be made pursuant to an Assignment and Assumption Agreement. The B01Tower will take all reasonable actions requested by the Rating Agency with Agents or any Lender to effect such assignment. In addition, any Lender may disclose to any prospective assignee any information about the prior written consent Security Parties and the Transaction Documents as the Lender shall consider appropriate if the person to whom the information is given agrees in writing to keep such information confidential. (b) The Facility Agent, acting for this purpose- as an agent of the Liquidity Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders and principal amount of the Facility owing to each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall be conclusive, and the Borrower, the Facility Agent and the Trust, which consents shall not be unreasonably withheld, provided that any assignment of a Lender's Commitment shall be Lenders may treat each Person whose name is recorded in an amount not less than Cdn. $10,000,000 or the Equivalent Amount in United States Dollars and shall be accompanied by a simultaneous assignment Register pursuant to the assignee of the same proportion of aggregate amount of Notes, if any, held by the assigning Lender. Any such assignment or transfer shall become effective when the Trust and the Liquidity Agent have received written notice thereof, the requisite consents thereto have been given by the Trust and the Liquidity Agent, the Rating Agency shall have confirmed that the proposed assignment or transfer will not result in a downgrade or withdrawal of the rating of the Notes at such time and the Trust and the Liquidity Agent shall have received from the assignee Lender an undertaking (addressed to all the parties to this agreement) to be bound by this agreement and to perform the obligations assigned to it, substantially in the form of Schedule 6 hereto. Thereupon Schedule 1 shall be deemed to be amended to reflect the assignment of the assigning Lender's Commitment without further notice or other requirement, the Liquidity Agent shall, if necessary, amend its books of account to record the interest of the assignee Lender in the Notes held by the Liquidity Agent, the assignee Lender shall be and be deemed to be treated terms hereof as a Lender hereunder for all purposes of this agreementAgreement, notwithstanding notice to the contrary. The Register shall be entitled available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (c) Upon its receipt of a duly completed Assignment and Assumption Agreement executed by an assigning Lender and an assignee, the full benefit hereof assignment fee referred to above and any written consent to such assignment required, the Facility Agent shall be subject to accept such Assignment and Assumption Agreement and record the obligations of information contained therein in the Register; provided, that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to this Agreement, the Facility Agent shall have no obligation to accept such Assignment and Assumption Agreement and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. (d) In addition, any Lender may at any time, without the consent of, or notice to, the Borrower or any Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower's Affiliates) (each, a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Advance owing to it); provided, that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the same extent as if it were an original party in respect other parties hereto for the performance of the rights and such obligations assigned to it (except with respect to standby fees which have been paid) and the assigning Lender shall be released and discharged accordingly and to the same extent.and