Common use of Benefit of Agreement Participations Assignments Clause in Contracts

Benefit of Agreement Participations Assignments. (a) This ------------------------------------------------- Agreement shall be binding upon and inure to the benefit of the Company, the Lenders, the Administrative Agent, the Collateral Agent, all future holders of the Notes and their respective successors and assigns, except that (i) the Company may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender and (ii) the Lenders may assign or transfer their respective rights or obligations under this Agreement only as provided in paragraphs (b) and (c) of this Section 11.6. Any Lender may from time to time change the office, branch or agency of such Lender at which the Loans are made or carried; provided, that if at the time of any -------- change from one office, branch or agency to another the effect thereof would be to increase any amount payable by the Company under this Agreement then such change shall not be made without the prior written consent of the Company. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other entities ("Participants") participating interests in any Loan ------------ owing to such Lender, any Note held by such Lender or any other interest of such Lender hereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under this Agreement to the other parties under 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 Company and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. The Company agrees that each Participant shall be entitled to the benefits of Sections 4.4, 4.5, 4.8 and 9.3 with respect to its participation in the Loans outstanding from time to time; provided that no Participant shall -------- be entitled to receive any greater amount pursuant to such Sections than the transferor 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. No Participant shall have the right to consent to any amendment to, or waiver of, any provision of this Agreement, except any such amendment or waiver which would require the consent of all of the Lenders pursuant to Section 11.1. (c) Subject to the last sentence of this paragraph (c), with the prior written consent (which shall not be unreasonably withheld or delayed) of (i) the Administrative Agent and (ii) provided no Default has occurred and is continuing, the Company, any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to any Lender or to one or more additional banks or financial institutions (each an "Assignee") all or any part of its rights and obligations under this -------- Agreement and the Related Documents pursuant to an assignment and assumption agreement between such Assignee and such transferor Lender, provided that no sale shall be made to an Assignee which is not a Lender unless and until the transferor Lender shall first have offered to the other Lenders through the Administrative Agent the opportunity to purchase such rights and obligations. Such assignment and assumption agreement shall be executed by such Assignee and such transferor Lender and shall be delivered to the Administrative Agent for acceptance by the Administrative Agent not less than five Business Days before the proposed effective date of such assignment, together with the payment of a $3,000 administrative fee for the Administrative Agent; provided, however, -------- ------- such administrative fee shall be waived the first time a Lender makes an assignment to an Affiliate thereof. On or prior to the effective date specified in such assignment and assumption agreement, the Company, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the Note previously delivered to such transferor Lender a new Note to the order of such Assignee in an amount based upon the Loans transferred to it pursuant to such assignment and assumption agreement and, unless the transferor Lender has not retained any Loans hereunder, a new Note to the order of the transferor Lender in an amount based upon the Loans retained by it hereunder. Each such new Note shall be dated the effective date of such assignment and shall otherwise be in the form of the Note replaced thereby. The Note surrendered by the transferor Lender shall be returned by the Administrative Agent to the Company. Upon such execution, delivery, acceptance and payment, and provided that such Assignee shall have delivered to the Administrative Agent and the Company the forms and certifications described in the first sentence of Section 4.8(c) hereof, from and after the effective date specified in such assignment and assumption agreement, (x) the Assignee thereunder shall be a party hereto and, to the extent of the portion of the Loans of the transferor Lender purchased by it, have the rights and obligations of a Lender hereunder and (y) the transferor Lender thereunder shall, to the extent of the portion of its Loans so sold, be released from its obligations under this Agreement (and, in the case of an assignment and assumption agreement covering all or the remaining portion of a transferor Lender's rights and obligations under this Agreement, such transferor Lender shall cease to be a party hereto). Anything in this paragraph notwithstanding, (i) no transfer shall be made pursuant to this paragraph (c) if such transfer by any one transferor Lender to any one additional Lender is in respect of less than $2,500,000 (or, if less, the entire remaining amount of such Lender' s Loans and Commitments) of the Loans of such transferor Lender and (ii) any Lender may (without requesting consent of the Administrative Agent or the Company) pledge its loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank. (d) The Company authorizes each Lender to disclose to any prospective participant or assignee any and all financial information in such Lender's possession concerning the Company and its Affiliates which has been delivered to such Lender by or on behalf of the Company pursuant to this Agreement or which has been delivered to such Lender by the Company in connection with such Lender's credit evaluation of the Company and its Affiliates prior to entering into this Agreement; provided that with respect to any non-public information such prospective participant or assignee shall have executed a confidentiality agreement.

Benefit of Agreement Participations Assignments. (a) This ------------------------------------------------- Agreement shall be binding upon and inure to the benefit of the Company, the Lenders, the Administrative Agent, the Collateral Agent, all future holders of the Notes Agent and their respective successors and assigns, except that (i) the Company may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender and (ii) the Lenders may assign or transfer their respective rights or obligations under this Agreement only as provided in paragraphs (b) and (c) of this Section 11.6Subsection 10.6. Any Lender may from time to time change the office, branch or agency of such Lender at which the Loans are made or carried; provided, provided that if at the time of any -------- change from one office, branch or agency to another the effect thereof would be to increase any amount payable by the Company under this Agreement then such change shall not be made without the prior written consent of the Company. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other entities ("Participants") participating interests in any Loan ------------ owing to such Lender, any Note held by such Lender Lender, or any other interest rights and obligations of such Lender hereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's rights and obligations under this Agreement to the other parties under 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 Company and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. The Company agrees that each Participant shall be entitled to the benefits of Sections 4.4, 4.5, 4.8 and 9.3 Subsection 3.4 with respect to its participation in the Loans outstanding from time to time; provided that no Participant shall -------- be entitled to receive any greater amount pursuant to such Sections Subsection than the transferor 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. No Participant shall have the right to consent to any amendment to, or waiver of, any provision of this Agreement, except any such amendment or waiver which would require the consent of all of the Lenders pursuant to Section 11.1Subsection 9.1. (c) Subject to the last sentence of this paragraph (c), with the prior written consent (which shall not be unreasonably withheld or delayed) of (i) the Administrative Agent and (ii) provided no Default has occurred and is continuing, the Company, any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to any Lender or to one or more additional banks or financial institutions (each an "Assignee") all or any part of its rights and obligations under this -------- Agreement and the Related Documents Notes pursuant to an assignment and assumption agreement between such Assignee and such transferor Lender, provided that substantially in the form of Exhibit C, with the consent of the Agent and, so long as no sale Default has occurred and is continuing, the Company (which consent shall not be made to an Assignee which is not a Lender unless and until the transferor Lender shall first have offered to the other Lenders through the Administrative Agent the opportunity to purchase such rights and obligationsunreasonably withheld). Such assignment and assumption agreement shall be executed by such Assignee and such transferor Lender and shall be delivered to the Administrative Agent for acceptance by the Administrative Agent not less than five Business Days before the proposed effective date of such assignment, together with the payment of a $3,000 administrative 3,500 assignment fee for the Administrative Agent; provided, however, -------- ------- such administrative fee shall be waived the first time a Lender makes an assignment to an Affiliate thereof. On or prior to the effective date specified in such assignment and assumption agreement, the Company, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the Note previously delivered to such transferor Lender a new Note to the order of such Assignee in an amount based upon the Loans transferred to it pursuant to such assignment and assumption agreement and, unless the transferor Lender has not retained any Loans hereunder, a new Note to the order of the transferor Lender in an amount based upon the Loans retained by it hereunder. Each such new Note shall be dated the effective date of such assignment and shall otherwise be in the form of the Note replaced thereby. The Note surrendered by the transferor Lender shall be returned by the Administrative Agent to the Company. Upon such execution, delivery, acceptance and payment, and provided that such Assignee shall have delivered to the Administrative Agent and the Company the forms and certifications described in the first sentence of Section 4.8(c) hereof, from and after the effective date specified in such assignment and assumption agreement, (x) the Assignee thereunder shall be a party hereto and, to the extent of the portion of the Loans rights and obligations of the transferor Lender purchased by it, have the rights and obligations of a Lender hereunder and under the Related Documents and (y) the transferor Lender thereunder shall, to the extent of the portion of its Loans rights and obligations so sold, be released from its obligations under this Agreement (and, in the case of an assignment and assumption agreement covering all or the remaining portion of a transferor Lender's rights and obligations under this Agreement, such transferor Lender shall cease to be a party hereto). On or after the effective date specified in such assignment agreement, upon request of the transferor Lender or the Assignee, the Company shall issue a new Note to the transferor Lender and/or the Assignee. Anything in this paragraph (c) notwithstanding, (i) no transfer shall be made pursuant to this paragraph (c) if (i) such transfer by any one transferor Lender to any one additional Assignee which is not a Lender is in respect of less than $2,500,000 (or, if less, 2,000,000 of the entire remaining amount rights and obligations of such transferor Lender' s Loans and Commitments, or (ii) when less than all of the Loans rights and obligations of such transferor Lender and (ii) is transferred, the amount held by any transferor Lender may (without requesting consent of the Administrative Agent or the Company) pledge its loans would be less than $2,000,000 after giving effect to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Banktransfer. (d) The Company authorizes each Notwithstanding anything to the contrary contained in this Agreement, any Lender to disclose may pledge, hypothecate or otherwise grant a security interest in all or any part of its rights hereunder or under its Note to any prospective participant or assignee any and all financial information in such Lender's possession concerning the Company and its Affiliates which has been delivered to such Lender by or on behalf of the Company pursuant to this Agreement or which has been delivered to such Lender by the Company in connection with such Lender's credit evaluation of the Company and its Affiliates prior to entering into this AgreementFederal Reserve Bank; provided that with respect to no such pledge, hypothecation or grant shall relieve such Lender of any non-public information such prospective participant or assignee shall have executed a confidentiality agreementof its obligations under this Agreement.

Benefit of Agreement Participations Assignments. (a) This ------------------------------------------------- Agreement shall be binding upon and inure to the benefit of the Company, the Lenders, the Administrative Agent, the Collateral Agent, all future holders of the Notes Agent and their respective successors and assigns, except that (i) the Company may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender and (ii) the Lenders may assign or transfer their respective rights or obligations under this Agreement only as provided in paragraphs (b) and (c) of this Section 11.6Subsection 10.6. Any Lender may from time to time change the office, branch or agency of such Lender at which the Loans are made or carried; provided, provided that if at the time of any -------- change from one office, branch or agency to another the effect thereof would be to increase any amount payable by the Company under this Agreement then such change shall not be made without the prior written consent of the Company. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other entities ("Participants") participating interests in any Loan ------------ owing to such Lender, any Note held by such Lender Lender, or any other interest rights and obligations of such Lender hereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's rights and obligations under this Agreement to the other parties under 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 Company and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. The Company agrees that each Participant shall be entitled to the benefits of Sections 4.4, 4.5, 4.8 and 9.3 Subsection 3.4 with respect to its participation in the Loans outstanding from time to time; provided that no Participant shall -------- be entitled to receive any greater amount pursuant to such Sections Subsection than the transferor 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. No Participant shall have the right to consent to any amendment to, or waiver of, any provision of this Agreement, except any such amendment or waiver which would require the consent of all of the Lenders pursuant to Section 11.1Subsection 9.1. (c) Subject to the last sentence of this paragraph (c), with the prior written consent (which shall not be unreasonably withheld or delayed) of (i) the Administrative Agent and (ii) provided no Default has occurred and is continuing, the Company, any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to any Lender or to one or more additional banks or financial institutions (each an "Assignee") all or any part of its rights and obligations under this -------- Agreement and the Related Documents Notes pursuant to an assignment and assumption agreement between such Assignee and such transferor Lender, provided that no sale substantially in the form of Exhibit F, with the consent of the Company (which consent shall not be made to an Assignee which is not a Lender unless and until the transferor Lender shall first have offered to the other Lenders through the Administrative Agent the opportunity to purchase such rights and obligationsunreasonably withheld). Such assignment and assumption agreement shall be executed by such Assignee and such transferor Lender and shall be delivered to the Administrative Agent for acceptance by the Administrative Agent not less than five Business Days before the proposed effective date of such assignment, together with the payment of a $3,000 administrative 2,000 assignment fee for the Administrative Agent; provided, however, -------- ------- such administrative fee shall be waived the first time a Lender makes an assignment to an Affiliate thereof. On or prior to the effective date specified in such assignment and assumption agreement, the Company, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the Note previously delivered to such transferor Lender a new Note to the order of such Assignee in an amount based upon the Loans transferred to it pursuant to such assignment and assumption agreement and, unless the transferor Lender has not retained any Loans hereunder, a new Note to the order of the transferor Lender in an amount based upon the Loans retained by it hereunder. Each such new Note shall be dated the effective date of such assignment and shall otherwise be in the form of the Note replaced thereby. The Note surrendered by the transferor Lender shall be returned by the Administrative Agent to the Company. Upon such execution, delivery, acceptance and payment, and provided that such Assignee shall have delivered to the Administrative Agent and the Company the forms and certifications described in the first sentence of Section 4.8(c) hereof, from and after the effective date specified in such assignment and assumption agreement, (x) the Assignee thereunder shall be a party hereto and, to the extent of the portion of the Loans rights and obligations of the transferor Lender purchased by it, have the rights and obligations of a Lender hereunder and under the Related Documents and (y) the transferor Lender thereunder shall, to the extent of the portion of its Loans rights and obligations so sold, be released from its obligations under this Agreement (and, in the case of an assignment and assumption agreement covering all or the remaining portion of a transferor Lender's rights and obligations under this Agreement, such transferor Lender shall cease to be a party hereto)) . On or after the effective date specified in such assignment agreement, upon request of the transferor Lender or the Assignee, the Company shall issue a new Note to the transferor Lender and/or the Assignee. Anything in this paragraph (c) notwithstanding, (i) no transfer shall be made pursuant to this paragraph (c) if (i) such transfer by any one transferor Lender to any one additional Assignee which is not a Lender is in respect of less than $2,500,000 (or, if less, 1,000,000 of the entire remaining amount rights and obligations of such transferor Lender' s Loans and Commitments, or (ii) when less than all of the Loans rights and obligations of such transferor Lender and (ii) is transferred, the amount held by any transferor Lender may (without requesting consent of the Administrative Agent or the Company) pledge its loans would be less than $1,000,000 after giving effect to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Banktransfer. (d) The Company authorizes each Notwithstanding anything to the contrary contained in this Agreement, any Lender to disclose may pledge, hypothecate or otherwise grant a security interest in all or any part of its rights hereunder or under its Note to any prospective participant or assignee any and all financial information in such Lender's possession concerning the Company and its Affiliates which has been delivered to such Lender by or on behalf of the Company pursuant to this Agreement or which has been delivered to such Lender by the Company in connection with such Lender's credit evaluation of the Company and its Affiliates prior to entering into this AgreementFederal Reserve Bank; provided that with respect to no such pledge, hypothecation or grant shall relieve such Lender of any non-public information such prospective participant or assignee shall have executed a confidentiality agreementof its obligations under this Agreement.

Benefit of Agreement Participations Assignments. (a) This ------------------------------------------------- Agreement shall be binding upon and inure to the benefit of the Company, the Lenders, the Administrative Agent, the Collateral Agent, all future holders of the Notes Agent and their respective successors and assigns, except that (i) the Company may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Lender and (ii) the Lenders may assign or transfer their respective rights or obligations under this Agreement only as provided in paragraphs (b) and (c) of this Section 11.6Subsection 10.6. Any Lender may from time to time change the office, branch or agency of such Lender at which the Loans are made or carried; provided, provided that if at the time of any -------- change from one office, branch or agency to another the effect thereof would be to increase any amount payable by the Company under this Agreement then such change shall not be made without the prior written consent of the Company. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other entities ("Participants") participating interests in any Loan ------------ owing to such Lender, any Note held by such Lender Lender, or any other interest rights and obligations of such Lender hereunder. In the event of any such sale by a Lender of participating interests to a Participant, such Lender's rights and obligations under this Agreement to the other parties under 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 Company and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. The Company agrees that each Participant shall be entitled to the benefits of Sections 4.4, 4.5, 4.8 and 9.3 Subsection 3.4 with respect to its participation in the Loans outstanding from time to time; provided that no Participant shall -------- be entitled to receive any greater amount pursuant to such Sections Subsection than the transferor 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. No Participant shall have the right to consent to any amendment to, or waiver of, any provision of this Agreement, except any such amendment or waiver which would require the consent of all of the Lenders pursuant to Section 11.1Subsection 9.1. (c) Subject to the last sentence of this paragraph (c), with the prior written consent (which shall not be unreasonably withheld or delayed) of (i) the Administrative Agent and (ii) provided no Default has occurred and is continuing, the Company, any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to any Lender or to one or more additional banks or financial institutions (each an "Assignee") all or any part of its rights and obligations under this -------- Agreement and the Related Documents Notes pursuant to an assignment and assumption agreement between such Assignee and such transferor Lender, provided that substantially in the form of Exhibit C, with the consent of the Agent and, so long as no sale Default has occurred and is continuing, the Company (which consent shall not be made to an Assignee which is not a Lender unless and until the transferor Lender shall first have offered to the other Lenders through the Administrative Agent the opportunity to purchase such rights and obligationsunreasonably withheld). Such assignment and assumption agreement shall be executed by such Assignee and such transferor Lender and shall be delivered to the Administrative Agent for acceptance by the Administrative Agent not less than five Business Days before the proposed effective date of such assignment, together with the payment of a $3,000 administrative 3,500 assignment fee for the Administrative Agent; provided, however, -------- ------- such administrative fee shall be waived the first time a Lender makes an assignment to an Affiliate thereof. On or prior to the effective date specified in such assignment and assumption agreement, the Company, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the Note previously delivered to such transferor Lender a new Note to the order of such Assignee in an amount based upon the Loans transferred to it pursuant to such assignment and assumption agreement and, unless the transferor Lender has not retained any Loans hereunder, a new Note to the order of the transferor Lender in an amount based upon the Loans retained by it hereunder. Each such new Note shall be dated the effective date of such assignment and shall otherwise be in the form of the Note replaced thereby. The Note surrendered by the transferor Lender shall be returned by the Administrative Agent to the Company. Upon such execution, delivery, acceptance and payment, and provided that such Assignee shall have delivered to the Administrative Agent and the Company the forms and certifications described in the first sentence of Section 4.8(c) hereof, from and after the effective date specified in such assignment and assumption agreement, (x) the Assignee thereunder shall be a party hereto and, to the extent of the portion of the Loans rights and obligations of the transferor Lender purchased by it, have the rights and obligations of a Lender hereunder and under the Related Documents and (y) the transferor Lender thereunder shall, to the extent of the portion of its Loans rights and obligations so sold, be released from its obligations under this Agreement (and, in the case of an assignment and assumption agreement covering all or the remaining portion of a transferor Lender's rights and obligations under this Agreement, such transferor Lender shall cease to be a party hereto)) . On or after the effective date specified in such assignment agreement, upon request of the transferor Lender or the Assignee, the Company shall issue a new Note to the transferor Lender and/or the Assignee. Anything in this paragraph (c) notwithstanding, (i) no transfer shall be made pursuant to this paragraph (c) if (i) such transfer by any one transferor Lender to any one additional Assignee which is not a Lender is in respect of less than $2,500,000 (or, if less, 2,000,000 of the entire remaining amount rights and obligations of such transferor Lender' s Loans and Commitments, or (ii) when less than all of the Loans rights and obligations of such transferor Lender and (ii) is transferred, the amount held by any transferor Lender may (without requesting consent of the Administrative Agent or the Company) pledge its loans would be less than $2,000,000 after giving effect to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Banktransfer. (d) The Company authorizes each Notwithstanding anything to the contrary contained in this Agreement, any Lender to disclose may pledge, hypothecate or otherwise grant a security interest in all or any part of its rights hereunder or under its Note to any prospective participant or assignee any and all financial information in such Lender's possession concerning the Company and its Affiliates which has been delivered to such Lender by or on behalf of the Company pursuant to this Agreement or which has been delivered to such Lender by the Company in connection with such Lender's credit evaluation of the Company and its Affiliates prior to entering into this AgreementFederal Reserve Bank; provided that with respect to no such pledge, hypothecation or grant shall relieve such Lender of any non-public information such prospective participant or assignee shall have executed a confidentiality agreementof its obligations under this Agreement.