Common use of Assignments and Participations by Lenders Clause in Contracts

Assignments and Participations by Lenders. (a) Each Lender may assign to one or more Lenders or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, the Loans owing to it, and the Note held by it); provided, however, that: (i) the Borrower and the Agent must give prior written consent to such assignment (unless such assignment is to an Affiliate of such Lender or to another Lender), which consent shall not be unreasonably withheld (provided, however, that Borrower’s consent may be withheld for any reason with respect to, and only with respect to, any Lender that would (A) provide a Revolving Credit Commitment on the initial Closing Date and (B) provide any additional Revolving Credit Commitment(s) over and above the Revolving Credit Commitments provided for on the Closing Date, it being acknowledged for sake of clarity, that the standard set forth in this proviso does not apply to assignments or participations of any Revolving Credit Commitment and further that there is no commitment or obligation to increase the amount of the Revolving Credit Commitment), (ii) the parties to each such assignment shall execute and deliver to the Agent an Assignment and Acceptance, and a processing fee of $3,500.00, (iii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s rights and obligations under this Agreement, (iv) the amount of the Revolving Credit Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 and shall be an integral multiple of $1,000,000, and (v) each such assignment shall be to an Eligible Assignee. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof: (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding anything to the contrary in clause (a)(i) above, no consent of the Borrower shall be required for an assignment if an Event of Default has occurred and is continuing.

Assignments and Participations by Lenders. Any Lender (aan "Assignor") Each Lender may may, in accordance with applicable law, at any time and from time to time assign to one or more Lenders or other entities any Eligible Assignee (an "Assignee") all or a portion any part of its rights and obligations under this Agreement (includingand the other Loan Documents pursuant to an Assignment and Assumption executed by such Assignee, without limitation, all or a portion of its Revolving Credit Commitment, the Loans owing such Assignor and any other Person whose consent is required pursuant to itthis paragraph, and delivered to the Note held by it)Administrative Agent for its acceptance and recording in the Register; provided, however, that: provided that (i) the Borrower and consent of the Administrative Agent must give prior written consent to such assignment (unless such assignment is to an Affiliate of such Lender or to another Lender), which consent shall not be unreasonably withheld (provided, however, that Borrower’s consent may or delayed) shall be withheld for any reason with respect to, and only with respect to, any Lender that would (A) provide a Revolving Credit Commitment on required in the initial Closing Date and (B) provide any additional Revolving Credit Commitment(s) over and above the Revolving Credit Commitments provided for on the Closing Date, it being acknowledged for sake of clarity, that the standard set forth in this proviso does not apply to assignments or participations case of any Revolving Credit Commitment and further assignment of a Loan, in whole or in part, to a Person that there is no commitment not a Lender or obligation to increase the amount an Affiliate of the Revolving Credit Commitment)a Lender, (ii) in the parties case of any assignment by an Initial Lender of its Loan, in whole or in part, to each a Person that is not an Affiliate of such assignment Initial Lender, the consent of the other Initial Lender (which shall execute and deliver to the Agent an Assignment and Acceptance, and a processing fee of $3,500.00not be unreasonably withheld or delayed) shall be required, (iii) each the consent of the Administrative Agent (which shall not be unreasonably withheld or delayed) and, so long as no Event of Default shall have occurred and be continuing at the time of such proposed assignment, the Borrower (which shall not be unreasonably withheld or delayed and shall be deemed to have been given if the Borrower has not responded to a proposed assignment within ten (10) Business Days following its receipt of notice of such proposed assignment) shall be required in the case of any assignment of a Commitment to a Person that is not a Lender or a Lender Affiliate and (iv) unless otherwise agreed by the Borrower and the Administrative Agent, no such assignment to an Assignee (other than any Lender or any Affiliate of a Lender) shall be in an aggregate principal amount of a constantless than $10,000,000, and not a varying, percentage in each case except in the case of an assignment of all of the assigning Bank’s rights and obligations a Lender's interests under this Agreement, (iv) Agreement and the amount of the Revolving Credit Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 and shall be an integral multiple of $1,000,000, and (v) each such assignment shall be to an Eligible Assigneeother Loan Documents. Upon such execution, delivery delivery, acceptance and acceptancerecording, from and after the effective date specified in each determined pursuant to such Assignment and AcceptanceAssumption, which effective date shall be at least five (5) Business Days after the execution thereof: (x) the assignee Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunderhereunder with a Commitment and/or Loans as set forth therein, and (y) the Lender assignor Assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to provided in such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement and the other Loan Documents (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning Bank’s Assignor's rights and obligations under this AgreementAgreement and the other Loan Documents, such Lender Assignor shall cease to be a party heretohereto and thereto). Notwithstanding anything ; provided, however, that, notwithstanding such assignment, an assigning Lender shall retain the benefit of all indemnities provided by the Borrower hereunder for the period prior to the contrary in clause (a)(i) above, no consent effective date of the Borrower shall be required for an assignment if an Event of Default has occurred such Assignment and is continuingAssumption.

Assignments and Participations by Lenders. (a) Each Lender may assign to one or more Lenders banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, Term Loan Commitment and the Term Loans owing to it, and the Note Term Loan Note(s), if any, held by it); provided, however, that: (i) the Borrower and the Administrative Agent must give prior written consent to such assignment (unless such assignment is to an Affiliate of such Lender or to another Lender), which consent shall not be unreasonably withheld (provided, however, that Borrower’s consent may be withheld for any reason with respect to, and only with respect to, any Lender that would (A) provide a Revolving Credit Commitment on the initial Closing Date and (B) provide any additional Revolving Credit Commitment(s) over and above the Revolving Credit Commitments provided for on the Closing Date, it being acknowledged for sake of clarity, that the standard set forth in this proviso does not apply to assignments or participations of any Revolving Credit Commitment and further that there is no commitment or obligation to increase the amount of the Revolving Credit Commitment)withheld, (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, and a processing fee of $3,500.00, (iii) each such partial assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s Lenders’ rights and obligations under this Agreement, (iv) the amount of the Revolving Credit Term Loan Commitment and/or the Term Loans of the assigning Bank Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than $CAD 5,000,000 and shall be an integral multiple of $CAD 1,000,000, and (v) each such assignment shall be to an Eligible AssigneeAssignee and no such assignment shall be to a Defaulting Lender or to any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least five (5) Business Days after the execution thereof: (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder, and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning BankLender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), except that an assigning Lender shall retain the benefit of Sections 2.18, 10.1 and 10.2 for the period prior to the effective date of such Assignment and Assumption. Notwithstanding anything to the contrary in clause (a)(i) above, (1) no consent of the Borrower shall be required for an assignment if an Event of Default has occurred and is continuing, and (2) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof from the Administrative Agent.

Assignments and Participations by Lenders. (a) Each Any Lender may or its Affiliate may, upon at least thirty (30) days’ written notice to the Collateral Agent, the Deal Agent, the Servicer and the Borrower, assign to one or more Lenders financial institutions or other entities all or a portion of its rights and obligations under this Agreement (includingsubject to the Servicer’s consent, without limitation, all or a portion of its Revolving Credit Commitment, the Loans owing to it, and the Note held by itwhich shall not be unreasonably withheld); provided, however, that: that (i) the Borrower and the Agent must give prior written consent to such assignment (unless such assignment is to an Affiliate of such Lender or to another Lender), which consent shall not be unreasonably withheld (provided, however, that Borrower’s consent may be withheld for any reason with respect to, and only with respect to, any Lender that would (A) provide a Revolving Credit Commitment on the initial Closing Date and (B) provide any additional Revolving Credit Commitment(s) over and above the Revolving Credit Commitments provided for on the Closing Date, it being acknowledged for sake of clarity, that the standard set forth in this proviso does not apply to assignments or participations of any Revolving Credit Commitment and further that there is no commitment or obligation to increase the amount of the Revolving Credit Commitment), (ii) the parties to each such assignment shall execute and deliver to the Agent an Assignment and Acceptance, and a processing fee of $3,500.00, (iii) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning BankLender’s rights and obligations under this Agreement, (ivii) the amount of the Revolving Credit Commitment of the assigning Bank Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than the lesser of (A) $5,000,000 and shall be or an integral multiple of $1,000,000, 1,000,000 in excess of that amount and (vB) the full amount of the assigning Lender’s Commitment, (iii) with respect to an assignment by a Lender, each such assignment shall be to an Eligible Assignee, (iv) the assigning Lender and the assignee with respect to each such assignment shall execute and deliver to the Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of $3,500 and (v) the parties to each such assignment shall have agreed to reimburse the Collateral Agent and the Deal Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Collateral Agent, the Deal Agent and VFCC) incurred by the Collateral Agent, the Deal Agent and VFCC, respectively, in connection with such assignment. Upon such execution, delivery and acceptanceacceptance by the Deal Agent and the Liquidity Agent and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five the date of acceptance thereof by the Deal Agent and the Liquidity Agent, unless a later date is specified therein, (5) Business Days after the execution thereof: (xi) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a any Lender hereunder, hereunder and (yii) the any Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding anything to the contrary in clause (a)(i) above, no consent of the Borrower shall be required for an assignment if an Event of Default has occurred and is continuing.

Assignments and Participations by Lenders. (a) Each Lender may assign to one or more Lenders banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, Commitment and the Revolving Credit Loans (including participations in LC Exposures and in Swing Line Loans) owing to it, and the Note Revolving Credit Note(s), if any, held by it); provided, however, that: (i) (A) the Borrower and the Administrative Agent must give prior written consent to such assignment (unless such assignment is to an Affiliate of such Lender or to another Lender), which consent shall not be unreasonably withheld withheld, (provided, however, that Borrower’s B) the LC Issuer must give prior written consent may be withheld for to any reason with respect to, and only with respect to, any Lender that would (A) provide assignment of a Revolving Credit Commitment on that increases the initial Closing Date obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding), which consent shall not be unreasonably withheld, and (BC) provide the Swing Line Lenders must give prior written consent to any additional assignment in respect of Revolving Credit Commitment(s) over Loans and above the Revolving Credit Commitments provided for on the Closing DateCommitments, it being acknowledged for sake of clarity, that the standard set forth in this proviso does which consent shall not apply to assignments or participations of any Revolving Credit Commitment and further that there is no commitment or obligation to increase the amount of the Revolving Credit Commitment)be unreasonably withheld, (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and AcceptanceAssumption, and a processing fee of $3,500.00, (iii) each such partial assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s Lenders’ rights and obligations under this Agreement, except that this clause (iii) shall not apply to rights in respect of Bid Loans or any Swing Line Lender’s rights and obligations in respect of Swing Line Loans, (iv) the amount of the Revolving Credit Commitment of the assigning Bank Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall in no event be less than $5,000,000 and shall be an integral multiple of $1,000,000, and (v) each such assignment shall be to an Eligible AssigneeAssignee and no such assignment shall be to a Defaulting Lender or to any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least five (5) Business Days after the execution thereof: (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder, and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning BankLender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto), except that an assigning Lender shall retain the benefit of Sections 2.18, 10.1 and 10.2 for the period prior to the effective date of such Assignment and Assumption. Notwithstanding anything to the contrary in clause (a)(i) above, (1) no consent of the Borrower shall be required for an assignment if an Event of Default has occurred and is continuing, and (2) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof from the Administrative Agent.

Assignments and Participations by Lenders. (a) Each Any Lender may assign may, in the ordinary course of its business and in accordance with applicable law, at any time sell to one or more Lenders banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Revolving Credit Commitment, the Loans "PARTICIPANTS") participating interests in any Loan owing to itsuch Lender, and the any Note held by it); providedsuch Lender, howeverany Commitment of such Lender, that: (i) the Borrower and the Agent must give prior written consent to such assignment (unless such assignment is to an Affiliate or any other interest of such Lender or to another Lender)hereunder and under the other Loan Documents; PROVIDED, which consent shall not be unreasonably withheld (provided, however, that Borrower’s consent may be withheld for any reason with respect to, and only with respect to, any Lender that would (A) provide a Revolving Credit Commitment on the initial Closing Date and (B) provide any additional Revolving Credit Commitment(s) over and above the Revolving Credit Commitments provided for on the Closing Date, it being acknowledged for sake of clarityHOWEVER, that the standard set forth in this proviso does not apply to assignments or participations sum of any Revolving Credit Commitment and further that there is no commitment or obligation to increase the principal amount of Obligations and the Revolving Credit Commitment), (ii) the parties to each such assignment shall execute and deliver to the Agent an Assignment and Acceptance, and a processing fee of $3,500.00, (iii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s rights and obligations under this Agreement, (iv) the aggregate amount of the Revolving Credit Commitment of the assigning Bank available Commitments being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) sold shall in no event be less than $5,000,000 and shall be an integral multiple of $1,000,000, and (v) each 1,000,000 in excess thereof. In the event of any such assignment shall be to an Eligible Assignee. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof: (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of sale by a Lender hereunderof participating interests to a Participant, and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its Lender's obligations under this Agreement (andto the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Note for all purposes under this Agreement and the other Loan Documents, the Borrower and the Agent shall continue to deal solely and directly with such Lender in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank’s connection with such Lender's rights and obligations under this Agreement, Agreement and the other Loan Documents and such Lender shall cease retain the sole right to be enforce the Obligations of the Principal Companies to such Lender and to approve any amendment, modification or waiver of any provision of this Agreement. It is understood that nothing in the prior sentence or elsewhere in this SECTION 13.11 shall prohibit a party hereto). Notwithstanding anything to Lender from agreeing with any Participant that such Lender will not take any action which would require approval of all of the contrary in clause (a)(i) above, no Lenders under Section 13.4 without the consent of such Participant and each Lender hereby agrees that it will not agree with any Participant that it will not take any action without such Participant's consent except such actions as would require approval of all Lenders under SECTION 13.4. The Borrower agrees that if amounts outstanding under this Agreement or the Borrower Notes are due or unpaid, or shall be required for an assignment if have been declared or shall have become due and payable upon the occurrence of an Event of Default has occurred Default, each Participant shall be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement or any Note to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or any Note, PROVIDED that such Participant shall only be entitled to such right of setoff if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to purchase at par from the other Lenders participations in the Credit Extensions held by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such payment PRO RATA in accordance with the unpaid principal and interest on the Credit Extensions held by each of them as provided in Section 2.18. The Borrower also agrees that each Participant shall be entitled to the benefits of SECTIONS 2.20, 2.24, and 13.2 with respect to its participation in the Commitments and the Credit Extensions outstanding from time to time and all amounts to which any Participant is continuingentitled thereunder shall be paid by the Borrower directly to the Lender; PROVIDED, that no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor 129 121 Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred.