Common use of Assignment by the Lender Clause in Contracts

Assignment by the Lender. The Lender may assign all or a portion of the Loans and of its rights, duties and obligations under this Agreement (including all or a portion of the Commitment) and the other Loan Documents to any other Person without the prior written consent of the Customer, PROVIDED that (a) the aggregate outstanding principal amount of the Loans (or the Commitment) subject to any such assignment shall be $5,000,000 or a whole multiple thereof, unless such assignment is of the Lender’s entire interest, but in no event shall there be more than 10 Lenders at any one time and (b) as long as no Default of the type described in clauses (a) or (b) of Section 7.01 or Event of Default of the type described in clause (h) or (i) of Section 7.01 shall have occurred and be continuing at such time, no such assignment shall be made to any Person other than an Eligible Assignee without the Customer’s prior written consent. Upon execution and delivery by the assignee to the Customer of an instrument in writing pursuant to which such assignee agrees to become the “Lender” hereunder and Customer’s consent, if applicable, the assignee shall have the obligations, rights and benefits of the Lender hereunder in respect of the Commitment (or portion thereof) and Loan(s) theretofore held by the Lender, and the Lender shall be released from the Commitment (or portion thereof) so assigned. For purposes of this Section 9.04(b), the term “ELIGIBLE ASSIGNEE” shall mean (i) a Lender or any Affiliate thereof, (ii) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company or similar financial institution or entity organized under the laws of (x) the United States, or any state thereof, or (y) any other country which is a member of the OECD, or a political subdivision of any such country, provided that such bank is acting through a branch or agency located either in the country in which it is organized, another country which is also an OECD member or the Cayman Islands and (iii) any Person (other than a natural person) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit and has assets under management of at least $500,000,000. “ELIGIBLE ASSIGNEE” shall not include a competitor of the Customer. The Customer hereby acknowledges and agrees that in connection with any assignment by the Lender of less than all of the Loans and the Commitment, the Lender may employ at the expense of the Lender an administrative agent to act on behalf of the Lenders under this Agreement and the other Loan Documents, and the Customer agrees to customary and reasonable modifications to this Agreement and the other Loan Documents to reflect the duties and responsibilities of such agent, acting on behalf of the Lenders, and multiple Lenders. For the avoidance of doubt, it is understood and agreed that in no event shall the amount of the Commitment, the rate of interest on the Loans, the Maturity Date, the definition of Required Lenders, the representations or warranties of the Customer, the negative covenants or the prepayment provisions of the Agreement be modified in connection with the employment of such administrative agent.

Assignment by the Lender. The Lender may assign all or a portion of the Loans and of its rights, duties and obligations under this Agreement (including all or a portion of the Commitment) and the other Loan Documents to any other Person without the prior written consent of the Customer, PROVIDED that (a) the aggregate outstanding principal amount of the Loans (or the Commitment) subject to any such assignment shall be $5,000,000 or a whole multiple thereof, unless such assignment is of the Lender’s entire interest, but in no event shall there be more than 10 Lenders at any one time and (b) as long as no Default of the type described in clauses (a) or (b) of Section 7.01 or Event of Default of the type described in clause (h) or (i) of Section 7.01 shall have occurred and be continuing at such time, no such assignment shall be made to any Person other than an Eligible Assignee without the Customer’s prior written consent. Upon execution and delivery by the assignee to the Customer of an instrument in writing pursuant to which such assignee agrees to become the “Lender” hereunder and Customer’s consent, if applicablehereunder, the assignee shall have the obligations, rights and benefits of the Lender hereunder in respect of the Commitment (or portion thereof) and Loan(s) theretofore held by the Lender, and the Lender shall be released from the Commitment (or portion thereof) so assigned. For purposes of this Section 9.04(b), the term “ELIGIBLE ASSIGNEEEligible Assignee” shall mean (i) a Lender or any Affiliate thereof, (ii) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company or similar financial institution or entity organized under the laws of (x) the United States, or any state thereof, or (y) any other country which is a member of the OECD, or a political subdivision of any such country, provided that such bank is acting through a branch or agency located either in the country in which it is organized, another country which is also an OECD member or the Cayman Islands and (iii) any Person (other than a natural person) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit and has assets under management of at least $500,000,000. “ELIGIBLE ASSIGNEEEligible Assignee” shall not include a competitor of the Customer. The Customer hereby acknowledges and agrees that in connection with any assignment by the Lender of less than all of the Loans and the Commitment, the Lender may employ at the expense of the Lender an administrative agent to act on behalf of the Lenders under this Agreement and the other Loan Documents, and the Customer agrees to customary and reasonable modifications to this Agreement and the other Loan Documents to reflect the duties and responsibilities of such agent, acting on behalf of the Lenders, and multiple Lenders. For the avoidance of doubt, it is understood and agreed that in no event shall the amount of the Commitment, the rate of interest on the Loans, the Maturity Date, the definition of Required Lenders, the representations or warranties of the Customer, the negative covenants or the prepayment provisions of the Agreement be modified in connection with the employment of such administrative agent.

Assignment by the Lender. (a) The Lender may assign from time to time have the unfettered right, without any notice to, or the consent of, any Obligor, to sell, syndicate, assign, or grant participation in, all or a portion part of its rights and obligations in respect of the Loans and of its rightsObligations, duties and obligations under this Agreement (including all or a portion of Agreement, the Commitment) Senior Secured Convertible Debenture, the Security and the other Loan Documents to and have its corresponding obligations hereunder assumed and/or managed or held by any other Person without Person, subject to and in accordance with the prior written consent of provisions hereinafter set out in this Section 9.2, and provided that if the Customer, PROVIDED that (a) the aggregate outstanding principal amount payee of the Loans hereunder changes, notice shall be provided to the Borrower. (b) Any such assignment or the Commitment) participation pursuant to this Section 9.2 shall be subject to any the following provisions: (i) the Obligors agree that such assignment shall be $5,000,000 effective upon the day provided in the assignment or transfer agreement between the Lender and any assignee (the "Assignee") and the Assignee shall be treated as a whole multiple thereofparty to this Agreement for all purposes and shall, unless such assignment is to the extent of the Lender’s entire interest, but in no event shall there be more than 10 Lenders at any one time rights and (b) as long as no Default of the type described in clauses (a) obligations assigned or (b) of Section 7.01 or Event of Default of the type described in clause (h) or (i) of Section 7.01 shall have occurred and be continuing at such time, no such assignment shall be made transferred to any Person other than an Eligible Assignee without the Customer’s prior written consent. Upon execution and delivery it by the assignee Lender, be entitled to the Customer of an instrument in writing pursuant full benefits and subject to which such assignee agrees to become the “Lender” hereunder and Customer’s consent, if applicable, the assignee shall have the obligations, rights and benefits full obligations of the Lender hereunder under the terms of this Agreement, to the same extent as if the Assignee were an original party hereto in the capacity of the Lender and the Lender shall stand released from all of its existing and future obligations under the terms of this Agreement, (ii) except for any assignment that occurs during the continuance of a Default or an Event of Default, the Lender shall not make any assignment to an Assignee that is not a resident of Canada or the United States (as that term is used in the Income Tax Act (Canada)), (iii) in the case of a grant of participation to a participant (a "Participant") or a collateral agency arrangement, all references in this Agreement to the Lender shall thereafter be construed as a reference to the Lender and its participants and agents. The Lender, or any collateral agent, shall be entitled, to enforce for the benefit of, or as agent for the Lender or any Participants, any and all rights, claims and interests of the Lender or such Participants, in respect of the Commitment rights subject to participation and no Participant shall be entitled to demand payment or exercise any other right or remedy hereunder except through the Lender or any such collateral agent, (iv) the Obligors agree to make such amendments to this Agreement as may be reasonably requested by the Lender to facilitate the granting by the Lender of assignments, sales, collateral agency or portion thereofparticipations, provided that no such amendment shall have the effect of increasing any costs payable by the Borrower hereunder or increasing the obligations of the Borrower hereunder (other than in respect of Withholding Taxes) and Loan(s) theretofore held by the Lender, and provided that the Lender shall be released from the Commitment responsible for its own fees, costs and out-of-pocket expenses (or portion thereofincluding legal fees and disbursements) so assigned. For purposes of this Section 9.04(b), the term “ELIGIBLE ASSIGNEE” shall mean incurred in connection therewith, (i) a Lender or any Affiliate thereof, (ii) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company or similar financial institution or entity organized under the laws of (xv) the United States, or any state thereof, or (y) any other country which is a member of Obligors shall assist and co-operate fully with the OECD, or a political subdivision of any such country, provided that such bank is acting through a branch or agency located either in the country in which it is organized, another country which is also an OECD member or the Cayman Islands and (iii) any Person (other than a natural person) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit and has assets under management of at least $500,000,000. “ELIGIBLE ASSIGNEE” shall not include a competitor of the Customer. The Customer hereby acknowledges and agrees that Lender in connection with any such sale, assignment, transfer, agency or participation, including the preparation of an information memorandum and the participation of the senior officers of the Borrower and its Subsidiaries in presentations and meetings with respect to prospective new lenders and participants both prior to and after the Closing Date, provided that the Lender shall be responsible for its own fees, costs and out-of-pocket expenses (including legal fees and disbursements) incurred in connection therewith, (vi) the Borrower shall be required to make payment to not more than one Lender hereunder, nor shall the Borrower be responsible for any increased costs relating to the administration of the Credit Facilities if and to the extent directly resulting from the assignment by the Lender of less than all a portion of its rights hereunder to an assignee at a time when there is then no Default or Event of Default in existence, (vii) except for any assignment that occurs during the Loans and the Commitmentcontinuance of a Default or an Event of Default, the Lender may employ at shall not make any assignment to an Assignee that is then engaged in the expense same business as the Borrower in the same geographic area in which the Borrower's material Properties are located, and (viii) except for any assignment that occurs during the continuance of a Default or an Event of Default, if the Lender makes one or more assignments to Assignees that are not resident in Canada and the result thereof is that such Assignees hold more than ten percent (10%) of the Lender an administrative agent to act on behalf total principal Indebtedness owing hereunder (the amount by which such principal Indebtedness held by non-resident Assignees exceeds the ten percent (10%) threshold being the "Excess Non-Resident Principal Amount"), then at all times during which there is no continuing Default or Event of Default the gross-up provisions provided for in Section 2.13 in respect of Withholding Taxes imposed by virtue of the Lenders under this Agreement and fact such Assignees are not resident in Canada shall not apply to the other Loan Documents, and the Customer agrees to customary and reasonable modifications to this Agreement and the other Loan Documents to reflect the duties and responsibilities of such agent, acting on behalf of the Lenders, and multiple Lenders. For the avoidance of doubt, it is understood and agreed that in no event shall the amount of the Commitment, the rate of interest on the Loans, the Maturity Date, the definition of Required Lenders, the representations or warranties of the Customer, the negative covenants or the prepayment provisions of the Agreement be modified in connection with the employment of such administrative agentExcess Non-Resident Principal Amount.