Common use of Assignments, Participations, etc Clause in Contracts

Assignments, Participations, etc. (a) Any Bank may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Revolving Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment (determined as of the date the Assignment and Assumption Agreement, as hereinafter defined, with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consent (each such consent not to be unreasonably withheld or delayed), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loans and/or the Revolving Commitment assigned and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an agreement, substantially in the form of Exhibit C hereto (an “Assignment and Assumption Agreement”), together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 2.02(a), from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and

Assignments, Participations, etc. (a) Any Bank may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Loans (including for purposes of this subsection (a), participations in L/C Obligations and in Swingline Loans) at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Revolving 's Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) or principal outstanding balance of the Term Loan of the assigning Bank subject to each such assignment (assignment, determined as of the date the Assignment and Assumption Agreement, as hereinafter defined, Agreement with respect to such assignment is delivered to the Administrative Agent) , shall not be less than $5,000,00010,000,000 in the case of any assignment of a Revolving Credit Commitment and a Dollar amount based on a corresponding percentage, in the case of any assignment of a Term Loan, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consent consents (each such consent not to be unreasonably withheld or delayed), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s 's rights and obligations under this Agreement with respect to the Loans and/or or the Commitments assigned, except that this clause (ii) shall not apply to rights in respect of outstanding Swingline Loans, (iii) an assignment shall be null and void unless such assignment includes an assignment of each of such Bank's Term Loans, Revolving Loans and Revolving Credit Commitment assigned on an equal pro rata basis; and (iiiiv) the parties to each assignment shall execute and deliver to the Administrative Agent an agreement, substantially in the form of Exhibit C hereto (an “Assignment and Assumption Agreement”), together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 2.02(a)subsection (b) of this Section, from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment andand Assumption Agreement covering all of the assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.7, 11.4 and 11.5). Upon request, the Company (at its expense) shall execute and deliver new or replacement Notes evidencing Loans hereunder, if any, to the assigning Bank and the assignee Bank. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with subsection (c) of this Section 11.8.

Assignments, Participations, etc. (a) Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment, Incremental Revolving Commitment (if any) and the Loans (including for purposes of this subsection (a), participations in Letter of Credit Obligations) at the time owing to it); provided provided, however, that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Revolving 's Commitment and the Loans at the time owing to it or in the case of an it, after giving effect to any such assignment to a Bank or an no Bank, Affiliate of a Bank or an Approved Fund with respect to a BankBank shall hold Nexstar Loans and Loans hereunder aggregating less than $10,000, the amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment (determined as of the date the Assignment and Assumption Agreement, as hereinafter defined, with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000Agent or, unless each if "Trade Date" is specified in the Assignment and Assumption, as of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consent Trade Date; (ii) each such consent not to assignment of Loans hereunder must be unreasonably withheld or delayed), consummated simultaneously with an assignment among the same parties of a corresponding percentage of the corresponding Class of Nexstar Loans and/or commitments (iias applicable) under the Nexstar Credit Agreement in accordance with the terms of the Nexstar Credit Agreement; (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s 's rights and obligations under this Agreement with respect to the Loans and/or or the Revolving Commitment assigned assigned; (iv) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Bank unless the Person that is the proposed assignee is itself a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iiiv) the parties to each assignment shall execute and deliver to the Administrative Agent an agreement, substantially in the form of Exhibit C hereto (an “Assignment and Assumption Agreement”)Assumption, together with a processing and recordation fee in the amount of $3,500; provided that with respect to any assignment between a Bank and an Affiliate of such Bank or an Approved Fund of such Bank, such processing and recordation fee shall be in the amount of $1,500. Only one such fee shall be payable with respect to the assignment of Loans hereunder and the Eligible Assigneesimultaneous assignment among the same parties of a corresponding percentage of the corresponding Class of Nexstar Loans and/or commitments (as applicable) under the Nexstar Credit Agreement. The Borrower, if it shall not be a Bank, shall deliver to the Issuing Bank and the Administrative Agent an hereby grant the consent required by the immediately preceding sentence with respect to any assignment that any Bank may from time to time make to any Affiliate of a Bank or any Approved Fund or any assignment that any Bank may from time to make to any other Bank or any Affiliate of a Bank or any Approved Fund provided that the Borrower and the Administrative QuestionnaireAgent are each given at least three (3) Business Days written notice prior to the effective date of such assignment. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 2.02(a)subsection (b) of this Section, from and after the effective date specified in each Assignment and Assumption AgreementAssumption, the Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment andand Assumption covering all of the assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.01, 4.03, 4.04, 12.04 and 12.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Bank. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with subsection (c) of this Section.

Assignments, Participations, etc. (a) Any Bank may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment, Incremental Revolving Commitment (if any) and the Loans (including for purposes of this subsection (a), participations in Letter of Credit Obligations) at the time owing to it); provided provided, however, that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Revolving Commitment and the Loans at the time owing to it or in the case of an it, after giving effect to any such assignment to a Bank or an no Bank, Affiliate of a Bank or an Approved Fund with respect to a BankBank shall hold Nexstar Loans and Loans hereunder aggregating less than $10,000, the amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment (determined as of the date the Assignment and Assumption Agreement, as hereinafter defined, with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000Agent or, unless each if “Trade Date” is specified in the Assignment and Assumption, as of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consent Trade Date; (ii) each such consent not to assignment of Loans hereunder must be unreasonably withheld or delayed), consummated simultaneously with an assignment among the same parties of a corresponding percentage of the corresponding Class of Nexstar Loans and/or commitments (iias applicable) under the Nexstar Credit Agreement in accordance with the terms of the Nexstar Credit Agreement; (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loans and/or or the Revolving Commitment assigned assigned; (iv) any assignment of a Commitment must be approved by the Administrative Agent and the Issuing Bank unless the Person that is the proposed assignee is itself a Bank (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iiiv) the parties to each assignment shall execute and deliver to the Administrative Agent an agreement, substantially in the form of Exhibit C hereto (an “Assignment and Assumption Agreement”)Assumption, together with a processing and recordation fee in the amount of $3,500; provided that with respect to any assignment between a Bank and an Affiliate of such Bank or an Approved Fund of such Bank, such processing and recordation fee shall be in the amount of $1,500. Only one such fee shall be payable with respect to the assignment of Loans hereunder and the Eligible Assignee, if it shall not be simultaneous assignment among the same parties of a Bank, shall deliver to corresponding percentage of the corresponding Class of Nexstar Loans and/or commitments (as applicable) under the Nexstar Credit Agreement. The Issuing Bank and the Administrative Agent an hereby grant the consent required by clause (iv) above with respect to any assignment that any Bank may from time to time make to any Affiliate of a Bank or any Approved Fund or any assignment that any Bank may from time to make to any other Bank or any Affiliate of a Bank or any Approved Fund provided that the Issuing Bank and the Administrative QuestionnaireAgent are each given at least one (1) Business Day written notice prior to the effective date of such assignment. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 2.02(a)subsection (b) of this Section, from and after the effective date specified in each Assignment and Assumption AgreementAssumption, the Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, have the rights and obligations of a Bank under this Agreement, and the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment andand Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 4.01, 4.03, 4.04, 12.04 and 12.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Bank. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with subsection (c) of this Section.

Assignments, Participations, etc. (a) Any Bank Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and the Loans (including for purposes of this SUBSECTION (a), participations in L/C Obligations) at the time owing to it); provided PROVIDED that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank’s Revolving Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank Lender or an Affiliate of a Bank Lender or an Approved Fund (as defined in SUBSECTION (f) of this Section) with respect to a BankLender, the aggregate amount of the Revolving Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment (assignment, determined as of the date the Assignment and Assumption Agreement, as hereinafter defined, with respect to such assignment is delivered to the Administrative Agent) Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, Cdn.$5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company Borrower otherwise consent consents (each such consent not to be unreasonably withheld or delayed), ; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s Lender's rights and obligations under this Agreement with respect to the Loans and/or or the Revolving Commitment assigned and assigned; (iii) any assignment of a Commitment must be approved by the -88- Administrative Agent, and the Issuing Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an agreement, substantially in the form of Exhibit C hereto (an “Assignment and Assumption Agreement”)Assumption, together with a processing and recordation fee of $3,500, Cdn.$6,500; and the Eligible Assignee, if it (v) an assignee shall not be a Bank, shall deliver entitled to receive any greater payment under SECTION 5.1 than the applicable Lender would have been entitled to receive with respect to the Administrative Agent an Administrative QuestionnaireCommitment or Loan assigned to such assignee, unless the assignment is made with the Borrower's prior written consent (but subject to such limitation, the assignee shall be entitled to the benefits of SECTION 5.3 hereof, which may require the Borrower to compensate Lenders for increased costs, including increased withholding tax rates). Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 2.02(a)SUBSECTION (b) of this Section, from and after the effective date specified in each Assignment and Assumption AgreementAssumption, the Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, have the rights and obligations of a Bank Lender under this Agreement, and the assigning Bank Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption AgreementAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment andand Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of SECTIONS 5.1, 5.3, 5.4, 11.4 AND 11.5 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with SUBSECTION (c) of this Section.