Common use of Assignment; Participation Clause in Contracts

Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit of, the Borrowers and the Lender and their respective successors and assigns, except that the Borrowers may not assign or transfer its rights or obligations hereunder. The Lender may assign, or sell participations in, all or any part of the Obligations (including all or a portion of its Commitment) owing to the Lender to another Lender or other entity, in which event (a) in the case of an assignment, upon notice thereof by the Lender to the Borrowers, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were the Lender hereunder; and (b) in the case of a participation, the participant shall have no rights under the Facility Documents. The agreement executed by the Lender in favor of the participant shall not give the participant the right to require the Lender to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with the Lender. The Lender may furnish any information concerning the Borrowers in the possession of the Lender from time to time to assignees and participants (including prospective assignees and participants); provided that the Lender shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit ofof the Borrower, the Borrowers and the Lender Banks and their respective successors and assigns, except that the Borrowers Borrower may not assign or transfer its rights or obligations hereunder. The Lender Each Bank may sell a participation in. or, with the prior written consent of the Borrower and the Agent (which consents shall not be unreasonably withheld) assign, or sell participations in, all or any part of the Obligations (including all or a portion of its Commitment) owing to the Lender any Loan and Commitment to another Lender bank or other entity, in which event (a) in the case of an assignment, upon notice thereof by the Lender such Bank to the BorrowersBorrower and the Agent and subject to the Borrower's and Agent's consent (as referenced above), the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations (including, without limitation, a ratable assumption of the assigning Bank's Commitment and Commitment Proportion hereunder) as it would have if it were the Lender a Bank hereunder; and (b) in the case of a participation, the participant shall have no rights under the Facility Documents. The agreement executed Documents and all amounts payable by the Lender in favor of the participant Borrower under Articles 2 and 3 hereof shall be determined as if such Bank had not give the participant the right to require the Lender to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to sold such participant, (ii) the reduction of the principal amount outstanding hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with the Lenderparticipation. The Lender Such Bank may furnish any information concerning the Borrowers Borrower in the possession of the Lender such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that the Lender such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing for the benefit of the Borrower to maintain the confidentiality of such informationinformation in accordance with Section 12.14 hereof. There shall be no limit on the number of assignments or participations that may be granted by any Bank. Notwithstanding any other provisions of this Agreement and except as provided in the next sentence, no Bank may make an assignment of less than the lesser of $2,000,000 or the entire remaining amount of its Loans and Commitment hereunder. Notwithstanding anything contained herein to the contrary each Bank shall be permitted, without the prior consent of the Borrower or the Agent, to assign all or part of its Loans hereunder to any Federal Reserve Bank in connection with any collateral assignment thereto in the ordinary course of any such Bank's business or assign (upon notice to the Borrower and the Agent) or participate all or part of its Loans and Commitment hereunder to any Affiliate of such Bank.

Assignment; Participation. This Agreement shall be binding upon, and shall inure to the benefit ofof Borrower, the Borrowers and the Lender Banks and their respective successors and assigns, except that the Borrowers Borrower may not assign or transfer its rights or obligations hereunder. The Lender Each Bank may assign, or sell participations inin or, with the prior written consent of the Borrower which shall not be unreasonably withheld and which shall not be required during the occurrence and continuance of an Event of Default, assign all or any part of the Obligations (including all or a portion of its Commitment) owing to the Lender any Loan to another Lender bank or other entity, in which event (a) in the case of an assignment, upon notice thereof by the Lender Bank to the BorrowersBorrower, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations (including, without limitation, a ratable assumption of the assigning Bank's Commitment and Commitment Proportion hereunder) as it would have if it were the Lender a Bank hereunder; and (b) in the case of a participation, the participant shall have no rights under the Facility Documents. The agreement executed Documents and all amounts payable by the Lender in favor of the participant Borrower under Articles 2 and 3 shall be determined as if such Bank had not give the participant the right to require the Lender to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to sold such participant, (ii) the reduction of the principal amount outstanding hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a rate or amount, as the case may be, below that which the participant is entitled to receive under its agreement with the Lenderparticipation. The Lender Such Bank may furnish any information concerning the Borrowers Borrower in the possession of the Lender such Bank from time to time to assignees and participants (including prospective assignees and participants); provided that the Lender such Bank shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. There shall be no limit on the number of assignments or participants that may be granted by any Bank. Notwithstanding any such assignment, any rights and remedies available to the Borrower for any breaches by an assigning Bank of its obligations hereunder while a Bank shall be preserved after such assignment and such Bank shall not be relieved of any liability to the Borrower due to such breach. Each Bank will have the right to pledge and assign as collateral to a Federal Reserve Bank all or a portion of its interests hereunder.