Common use of Conditions to Assignment by Xxxxxxx Clause in Contracts

Conditions to Assignment by Xxxxxxx. Except as provided herein, each Lender may assign to one or more Eligible Assignees, all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, the Notes held by it); provided that (a) each of the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will not be unreasonably withheld; except that the consent of the Borrower or the Administrative Agent shall not be required in connection with any assignment by a Lender to (i) an existing Lender or (ii) a Lender Affiliate of such Lender, (b) each assignment (or, in the case of assignments by a Lender to its Lender Affiliates, the aggregate holdings of such Lender and its Lender Affiliates after giving effect to such assignments), shall be in an amount of not less than $2,500,000 (or such lesser amount as shall constitute the aggregate holdings of such Lender) and (c) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit D hereto (an “Assignment and Acceptance”), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, 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, (y) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder, and ​

Conditions to Assignment by Xxxxxxx. Except as provided herein, each Lender may assign to one or more Eligible Assignees, banks or other entities (but not to any natural person) all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, it and the Notes held by it); provided that (a) each of the Administrative Agent and, unless an so long as no Default or Event of Default shall have occurred and be continuingexists hereunder, the Borrower shall have each given its prior written consent to such assignment, which consent, in the case of the Borrower, will consent shall not be unreasonably withheld; except that the consent of withheld or delayed, and if the Borrower or the Administrative Agent does not respond to any such request for consent within five (5) Business Days, Borrower shall be deemed to have consented (provided that such consent shall not be required in connection with for any assignment by to another Lender, to a Related Fund, to a lender or an Affiliate of a Lender to (i) an existing which controls, is controlled by or is under common control with the assigning Lender or (ii) to a Lender Affiliate wholly-owned Subsidiary of such Lender), (b) each such assignment (orshall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Commitment in the case of assignments by a Lender to its Lender Affiliatesevent an interest in the Loans is assigned, the aggregate holdings of such Lender and its Lender Affiliates after giving effect to such assignments), shall be in an amount of not less than $2,500,000 (or such lesser amount as shall constitute the aggregate holdings of such Lender) and (c) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), ) an Assignment and Acceptance, substantially Acceptance Agreement in the form of Exhibit D hereto (an “Assignment and Acceptance”)G attached hereto, together with any Notes subject to such assignment, (d) in no event shall any assignment be to the Borrower or any of the Guarantors or any of their respective Subsidiaries or Affiliates or be to a Defaulting Lender or an Affiliate of a Defaulting Lender, (e) [reserved], and (f) such assignee shall acquire an interest in the Loans of not less than $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, the Borrower. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each recording of such Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereofAcceptance Agreement, (yi) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and AcceptanceAcceptance Agreement, have the rights and obligations of a Lender hereunder, (ii) the assigning Lender shall, upon payment to the Agent of the registration fee referred to in §13.2, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and ​obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is the Borrower or a Guarantor or any of their respective Subsidiaries or Affiliates and whether such assignee is a Defaulting Lender or an Affiliate of a Defaulting Lender. In connection with any assignment of rights and obligations of any Defaulting Lender, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or actions, including funding, with the consent of the Borrower and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender to each of which the applicable assignee and assignor hereby irrevocably consent), to

Conditions to Assignment by Xxxxxxx. Except as provided herein, each Lender may assign to one or more Eligible Assignees, all or a any portion of its interests, Commitments or Term Loans and other rights and obligations under this Credit Agreement to one or more Persons (including all or a portion of its Commitment Percentage and Commitment an “Acquiring Lender”) pursuant to an Assignment Agreement executed by such Acquiring Lender, such assigning Lender, and the same portion of the Loans at the time owing Borrower and delivered to it, the Notes held by it); provided that (a) each of the Administrative Agent for recording in the Register, with the prior written consent (not to be unreasonably withheld or delayed) of the Borrower and, unless such assignment is to another Lender or an Event Affiliate of Default shall have occurred and be continuinga Lender, the Borrower shall have given its prior written Administrative Agent; provided, that no consent to such assignment, which consent, in the case of the BorrowerBorrower will be required for an assignment in whole or in part (i) to another Lender or an Affiliate thereof, will not be unreasonably withheld(ii) to an Eligible Assignee; except provided, that any such assignment to an Eligible Assignee without the consent of the Borrower or the Administrative Agent shall not be required in connection with any assignment by a Lender to (i) an existing Lender or (ii) a Lender Affiliate of such Lender, (b) each assignment (or, in the case of assignments by a Lender to its Lender Affiliates, the aggregate holdings of such Lender and its Lender Affiliates after giving effect to such assignments), shall be of Commitments or Term Loans in an amount of not less than at least $2,500,000 25,000,000, or (iii) if an Event of Default has occurred and is continuing; provided, further, that each such assignment shall be in a minimum principal amount of $1,000,000 (or, if less, the then outstanding amount of such Lender’s Term Loans and/or Commitment) or such lesser amount as consented to by Administrative Agent. Upon each such recordation, the assigning Xxxxxx agrees to pay to Administrative Agent a registration fee in the sum of $3,500 (unless waived by the Administrative Agent in its sole discretion). The assignee, if it is not an existing Lender, shall constitute the aggregate holdings of such Lender) and (c) the parties to such assignment shall execute and deliver to the Administrative AgentAgent (x) its applicable tax form, for recording in (y) an Administrative Questionnaire and (z) all documentation and other information that the Register (as hereinafter defined)Administrative Agent reasonably requests under applicable “know your customer” and anti-money laundering rules and regulations, an Assignment and Acceptance, substantially in including without limitation Title III of the form of Exhibit D hereto (an “Assignment and Acceptance”), together with any Notes subject to such assignmentPatriot Act. Upon such execution, delivery, acceptance and recording, 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 thereofAgreement, (y1) the assignee thereunder shall be a party hereto and, to the extent Uniti – Bridge Loan and Security Agreement #97751373v29 provided in such Assignment and AcceptanceAgreement, have the rights and obligations of a Lender hereunder, and ​(2) the assigning Lender shall, to the extent provided in such Assignment Agreement and upon payment to Administrative Agent of the registration fee referred to in this Section 12.2(a), be released from its obligations under this Agreement. For the avoidance of doubt and notwithstanding the foregoing, each Lender may assign to any Affiliate and to the Federal Reserve at any time, pre or post Default, without the Borrower’s consent.

Conditions to Assignment by Xxxxxxx. Except as provided herein, each Lender may assign to one or more Eligible Assignees, banks or other entities (but not to any natural person) all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Commitment, any Loans at the time owing to it, it and the Notes held by it); provided that (a) each of the Administrative Agent Agent, the Issuing Lender and, unless an so long as no Default or Event of Default shall have occurred and be continuingexists hereunder, the Borrower shall have each given its prior written consent to such assignment, which consent, in the case of the Borrower, will consent shall not be unreasonably withheld; except that the consent of withheld or delayed, and if the Borrower or does not respond to any such request for consent within ten (10) Business Days, the Administrative Agent Borrower shall not be deemed to have consented (provided that no consent shall be required in connection with under this clause (a) for any assignment by to another Lender, to a Related Fund, to a lender or an Affiliate of a Lender to (i) an existing which controls, is controlled by or is under common control with the assigning Lender or (ii) to a Lender Affiliate wholly- owned Subsidiary of such Lender), (b) each such assignment (orshall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the case event an interest in the Revolving Credit Loans is assigned, or of assignments by a Lender constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to its Lender Affiliatesthe applicable Class of Term Loans and the Term Loan Commitment in the event an interest in such Term Loans is assigned, the aggregate holdings of such Lender and its Lender Affiliates after giving effect to such assignments), shall be in an amount of not less than $2,500,000 (or such lesser amount as shall constitute the aggregate holdings of such Lender) and (c) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), ) an Assignment assignment and Acceptance, substantially acceptance agreement in the form of Exhibit D G attached hereto (an “Assignment and AcceptanceAcceptance Agreement”), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any natural person or any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by the Borrower or any Guarantor or be to a Defaulting Lender or an Affiliate of a Defaulting Lender, (e) such assignee shall acquire an interest in the Loans of not less than $10,000,000.00 and integral multiples of $1,000,000.00 in excess thereof (or if less, the remaining Loans and/or Commitments, as applicable, of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, the Borrower and (f) if after giving effect to such assignment, the amount of the Commitment held by such assigning Lender or the outstanding principal balance of the Loans of such assigning Lender, as applicable, would be less than $5,000,000 in the case of a Revolving Credit Commitment or Revolving Credit Loans or $5,000,000 in the case of a Term Loan Commitment or Term Loans, then such assigning Lender shall assign the entire amount of such Commitment and such Loans at the time owing to it. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each recording of such Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereofAcceptance Agreement, (yi) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and AcceptanceAcceptance Agreement, have the rights and obligations of a Lender hereunderhereunder (including the obligations in Section 4.3(g)), (ii) the assigning Lender shall, upon payment to the Agent of the registration fee referred to in Section 11.2(b) below, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations under this Agreement, and ​(iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower and/or any Guarantor and whether such assignee is a Defaulting Lender or an Affiliate of a Defaulting Lender. In connection with any assignment of rights and obligations of any Defaulting Lender, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or actions, including funding, with the consent of the Borrower and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its applicable Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Conditions to Assignment by Xxxxxxx. Except as provided herein, each Lender may assign to one or more Eligible Assignees, banks or other entities all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage Percentages and Commitment Commitments and the same portion of the Loans at the time owing to it, it and the Notes held by it); provided that (a) each of Administrative Agent, the Administrative Agent Issuing Lender and, unless an so long as no Default or Event of Default exists hereunder, Parent shall have occurred and be continuing, the Borrower shall have each given its prior written consent to such assignment, which consent, in the case of the Borrower, will consent shall not be unreasonably withheld; except withheld or delayed, and if Parent does not respond to any such request for consent within five (5) Business Days, Parent shall be deemed to have consented (provided that the such consent of the Borrower or the Administrative Agent shall not be required in connection with for any assignment by to another Lender, to a Related Fund, to a lender or an Affiliate of a Lender to (i) an existing which controls, is controlled by or is under common control with the assigning Lender or (ii) to a Lender Affiliate wholly-owned Subsidiary of such Lender), (b) each such assignment (orshall be of a constant, in and not a varying, percentage of all of the case of assignments by a Lender assigning Lender’s rights and obligations under this Agreement with respect to its Lender AffiliatesCommitments, the aggregate holdings (c) each Commitment of such Lender and its Lender Affiliates after giving effect shall be assigned pursuant to such assignments)assignment, and such assignment shall be in an amount assign the same percentage of not less than $2,500,000 (or such lesser amount as shall constitute the aggregate holdings each of such Lender) and Xxxxxx’s Commitments, (cd) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), ) an Assignment assignment and Acceptance, substantially acceptance agreement in the form of Exhibit D hereto M (an “Assignment and AcceptanceAcceptance Agreement”), together with any Notes subject to such assignment, (e) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by any Borrower or any Guarantor or be to a Defaulting Lender or an Affiliate of a Defaulting Lender, (f) such assignee shall have a net worth or unfunded commitment as of the date of such assignment of not less than $500,000,000.00 (unless otherwise approved by Administrative Agent and, so long as no Default or Event of Default exists hereunder, Parent), (g) such assignee shall acquire an interest in the Loans of not less than $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by Administrative Agent, and so long as no Default or Event of Default exists hereunder, Parent and (h) if such assignment is less than the assigning Xxxxxx’s entire Commitments, the assigning Lender shall retain an interest in the Loans of not less than 178 US_Active\120558968\V-3 US_ACTIVE\122519032\V-4 $5,000,000.00. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each recording of such Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereofAcceptance Agreement, (yi) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and AcceptanceAcceptance Agreement, have the rights and obligations of a Lender hereunder, (ii) the assigning Lender shall, upon payment to Administrative Agent of the registration fee referred to in Section 18.2, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and ​obligations under this Agreement, and (iii) Administrative Agent may unilaterally amend Schedule 1.1 (a) to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to Administrative Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, any Borrower or any Guarantor and whether such assignee is a Defaulting Lender or an Affiliate of a Defaulting Lender. In connection with any assignment of rights and obligations of any Defaulting Lender, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or actions, including funding, with the consent of Parent and Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Loans in accordance with its Commitment Percentages. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.