Participation and Assignment. When the decision is made to schedule standby duties, such standby duties shall be assigned by the Employer on a rotation basis. Where possible, preference will be given to those employees who have indicated willingness to standby. The Employer will post a standby schedule pursuant to Article 15.06.
Participation and Assignment. The Bank may from time to time participate, sell or assign all or any part of the Loans made by the Bank or which may be made by the Bank, or its right, title and interest in the Loans or in or to this Agreement, to another lending office, lender or financial institution. Except to the extent otherwise required by the context of this Agreement, the word “Bank” where used in this Agreement means and includes any holder of a Note originally issued to the Bank and each such holder of a Note will be bound by and have the benefits of this Agreement, the same as if such holder had been a signatory to this Agreement. In connection with any such sale, assignment or grant of participation, the Bank may make available to any prospective purchaser, assignee or participant any information relative to the Borrowers in the Bank’s possession; provided such prospective purchaser, assignee, or participant agrees to hold such information in confidence.
Participation and Assignment. When the decision is made to schedule standby duties, where possible, preference will be given to those employees who have indicated willingness to standby. The Company will post a standby schedule.
Participation and Assignment. Lender may, at any time and from time to time, sell or grant, without prior notice to or the consent of Borrower, to any person or entity participations in all or any part of the Loan, the Loan Documents, any Advance, or all or part of the Note. Any participant shall be entitled to receive all information received by Lender regarding the Mortgaged Property, Borrower, any of its principals and any of the Guarantors, including (without limitation) information required to be disclosed to a participant pursuant to any applicable banking regulations. If Lender shall sell or grant any participation: (i) Lender shall retain its right and responsibility to enforce the obligations of Borrower relating to the Loan, including the right to approve any amendment, modification or waiver of any provision of this Agreement, in accordance with the terms of this Agreement, and (ii) Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any participant of which Borrower shall have received written notice may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such participant were a direct holder of Loans. In the case of an assignment, the assignee ("Assignee") shall, to the extent of such assignment, have the same rights, benefits and obligations as it would if it were the Lender hereunder and the Lender shall be relieved of its obligations hereunder to the extent of the interest so assigned and expressly assumed in writing by Assignee. Borrower will use its reasonable efforts to assist and cooperate with Lender in any manner reasonably requested by Lender to effect any such assignment including assisting in the preparation of appropriate disclosure documents or modifying this Agreement to further reflect an agency relationship between Lender and other institutions.
Participation and Assignment. Any Bank may assign any or all of its rights or obligations hereunder to any Person (other than the Company and its Affiliates) pursuant to an assignment and assumption agreement substantially in the form of Exhibit H hereto, provided that the assignee thereof is reasonably acceptable to the Company (provided, that the consent of the Company to an assignee shall not be required upon the occurrence and during the continuance of an Event of Default or if the assignee is an existing Bank). Nothing herein provided shall prevent any Bank from selling at any time a participation in any of its Loans, any fees payable to it hereunder or any other rights hereunder (the purchaser of any such participation being hereinafter sometimes referred to as a “Participant”); provided that: (a) no such sale or participation shall alter such Bank’s obligations hereunder, (b) such Bank shall remain solely responsible to the other parties hereto for the performance of such Bank’s obligations hereunder and (c) any agreement pursuant to which any Bank may grant any such participation shall provide that such Bank shall retain the sole right and responsibility to exercise the rights of such Bank, and enforce the obligations of the Company relating to such Bank’s Commitment, the Loans, the fees payable hereunder and any other right of such Bank (including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Transaction Document and the right to take action to have the Loans declared due and payable), except that such Bank may agree with the Participant that such Bank will not, without the consent of such Participant, agree to (i) increase or extend the term, or extend the time or waive any requirement for the reduction or termination, of such Bank’s Commitment hereunder in which such Participant has a participation interest, (ii) extend the date fixed for the payment of principal of or interest on any Loan or any portion of any fee under this Agreement in each case payable to such Participant, (iii) reduce the amount of any such payment of principal, or (iv) reduce the rate at which interest or any fee under this Agreement in which such Bank has sold an interest is payable to such Participant to a level below the rate at which such Participant is entitled to receive such interest or fee under its agreement with such Bank. No Participant shall have any rights under this Agreement or in respect of a Bank’s Commit...
Participation and Assignment. The Lender may from time to time participate, sell or assign all or any part of the Loans made by the Lender or which may be made by the Lender, or its right, title and interest in the Loans or in or to this Agreement, to another lending office, lender or financial institution. Except to the extent otherwise required by the context of this Agreement, the word "Lender" where used in this Agreement means and includes any holder of a Note originally issued to the Lender and each such holder of a Note will be bound by and have the benefits of this Agreement, the same as if such holder had been a signatory to this Agreement. In connection with any such sale, assignment or grant of participation, the Lender may make available to any prospective purchaser, assignee or participant any information relative to the Borrower or any Loan Party or any Subsidiary of a Loan Party in the Lender's possession.
Participation and Assignment. (a) Sale of Participation. ---------------------
(i) Any Lender may, in the ordinary course of its commercial lending business and in accordance with applicable law, and without the consent of the Borrower, at any time sell to one or more Participants (which Participants may be Affiliates of such Lender) Participations in the Revolving Credit Commitment of such Lender or any Loan, the Note, or other interest of such Lender hereunder. In the event of any such sale of a Participation, such Lender's obligations under this Agreement to the Borrower shall remain unchanged, such Lender shall remain solely responsible for its performance under this Agreement, such Lender shall remain the holder of the Note made payable to it for all purposes under this Agreement (including all voting rights hereunder) and the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and the other Loan Documents.
(ii) As between a Participant and that Participant's selling Lender only, the sole issues on which the Participant shall have a contractual right to vote are: (A) an increase in such Lender's Revolving Credit Commitment, (B) any change of the term Base Rate, Euro-Rate, Euro-Rate Reserve Percentage, or Applicable Euro-Rate Margin so as to decrease the interest rate relating to the Loans, (C) extension of the term of either Revolving Credit Commitment, or (D) postponement of the scheduled payment of principal, interest or Fees due under any of the Loan Documents.
Participation and Assignment. 89 10.06. Successors and Assigns............................................. 92 10.07. No Implied Waivers; Cumulative Remedies; Writing Required.......... 92 10.08. Severability....................................................... 92 10.09. Indemnity.......................................................... 93 10.10. Confidentiality.................................................... 93 10.11. Survival........................................................... 94 10.12.
Participation and Assignment. (a) Each Bank may, ---------------------------- without the consent of the Company, sell participations to one or more banks or other financial institutions (each a "Participant") in all or a portion of its rights and obligations under this Agreement; provided, however, (i) -------- ------- such Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the Company for the performance of such obligations, (iii) except as expressly set forth herein, any such Participant shall be entitled to the benefit of the cost and fee protection and indemnification provisions contained in Sections 2.07, 2.08, 2.14, 2.15, 2.16, 7.04, 7.05 and 7.07 to the same extent as if the Participant were such Bank hereunder, and (iv) such Bank shall retain the sole right to approve any amendment, modification or waiver of any provisions of this Agreement or any Related Document (other than amendments, modifications, releases or waivers with respect to any amounts payable hereunder or the amount of principal of or the rate at which interest is payable hereunder or the dates fixed for payments of interest or fees or the date of termination or expiration of any Letter of Credit or any change to the Stated Amount thereof).
(b) Each Bank may assign all or a portion of its rights and obligations under this Agreement, in the Letters of Credit or in any security hereunder, including, without limitation, any instruments securing the Company's obligations hereunder; provided that (i) no assignment by any -------- Bank may be made to any Person, except with the prior written consent of the LC Bank, (ii) any assignment shall be of a constant and not a varying percentage of all of the assignor's rights and obligations hereunder, and (iii) the parties to such assignment shall execute and deliver to the Administrative Agent an instrument of assignment (an "Assignment") in form and substance satisfactory to the Administrative Agent and the LC Bank, together with a processing fee of $3,000 for the Administrative Agent's account. Upon receipt of a completed Assignment and the processing fee, the Administrative Agent will record in a register maintained for such purpose the name of the assignee and the percentage participation interest assigned by the assignor and assumed by the assignee for purposes of the determination of such assignor's and assignee's respective Shares. Upon such execution, delivery, acceptance and recording, from and after the...
Participation and Assignment. (a) Each Bank may, ---------------------------- without the consent of the Company, sell participations to one or more banks or other financial institutions (each a "Participant") in all or a portion of its rights and obligations under this Agreement; provided, however, (i) ----------------- such Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the Company for the performance of such obligations, (iii) except as expressly set forth herein, any such Participant shall be entitled to the benefit of the cost and fee protection and indemnification provisions contained in Sections 2.07, 2.08, 2.14, 2.15, 2.16, 7.04, 7.05 and 7.07 to the same extent as if the Participant were such Bank hereunder, and (iv) such Bank shall retain the sole right to approve any amendment, modification or waiver of any provisions of this Agreement or any Related Document (other than amendments, modifications, releases or waivers with respect to any amounts payable hereunder or the amount of principal of or the rate at which interest is payable hereunder or the dates fixed for payments of interest or fees or the date of termination or expiration of any Letter of Credit or any change to the Stated Amount thereof).
