Participations; Assignments Clause Samples

Participations; Assignments. DFS may, without the consent of Borrower, grant participations in or assign, at any time and from time to time hereafter, its interest in this Agreement or any Loan Document, or of any portion thereof.

Participations; Assignments. No Lender shall have the right, -------------------------- without the prior written consent of the Agent, to sell participations in, or assignments of, all or any portion of its interest under any or all of the Financing Agreements, provided that if no Default or Event of Default is in -------- existence the identity of any Person purchasing any such participation or assignment shall first be approved by Borrower as provided hereinbelow (it being understood that no such approval shall be required if any Default or Event of Default is in existence); and provided further that, in any event, any Lender may assign (i) -------------------- all or any portion of its interest under any or all of the Financing Agreements to an affiliate of such Lender or (ii) all of its interest under all of the Financing Agreements to any Person in connection with the sale of all or substantially all of the loan portfolio of such Lender to such other Person, in each case without the consent of the Agent or approval of the participant or assignee by Borrower. The Agent's consent to an assignment by a Lender of all or a portion of its interest under the Financing Agreements may be conditioned, among other criteria, upon the execution and delivery of an assignment and acceptance agreement in form and substance acceptable to the Agent, pursuant to which the assignee of such assignment shall become a party to this Agreement as a Lender and agree to be bound by all of the terms and provisions of the Financing Agreements, and confirmation to the Agent's satisfaction, in form required by the Agent, that such assignee is organized under the laws of the United States or a state thereof or, alternatively, is exempt in a manner prescribed by applicable law from withholding requirements relating to all amounts payable to such assignee with respect to the Revolving Loans or otherwise under the Financing Agreements. In connection with the foregoing and with respect to any request of the Borrower for its approval of a participant or assignee, the Lender proposing to enter into any participation or assignment with respect to which such approval is required as provided above (or the Agent, at the request of such Lender) shall notify Borrower of the identity of the proposed participant or assignee, and Borrower shall have until the third Business Day following receipt of such notice to notify such Lender (or the Agent, as the case may be) that it does or does not approve such Person as a participa...

Participations; Assignments. Seller understands that Buyer may from time to time transfer and assign its rights under this Agreement to one or more assignees. Seller hereby consents to these transfers and assignments by ▇▇▇▇▇ to one or more assignees. Seller hereby consents that any such assignee may exercise the rights of the Buyer hereunder. Seller further hereby consents and acknowledges that any and all defenses, claims or counterclaims that it may have against the Buyer shall be limited to, and may only be brought against Buyer and may not extend to any assignee, including, but not limited to, any claims which pertain to this Agreement. Seller consents to Buyer releasing any and all information regarding Seller and any guarantors to any assignee or potential assignee and waives any and all claims pertaining to the release of such information. Seller and Buyer intend that any and all direct or indirect assignees of the Buyer of the type set forth above shall be the third party beneficiaries of this Agreement.

Participations; Assignments. (a) Each Bank may without the consent of the Borrower sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it and the Notes held by it); provided, however, that (i) such Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other entities shall be entitled to the cost protection provisions contained in Section 2.15 and Section 2.17 but shall not be entitled to receive pursuant to such provisions an amount larger than its share of the amount to which the Bank granting such participation would have been entitled and (iv) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement; provided further that each Bank shall retain the sole right and responsibility vis-a-vis the Borrower to enforce the obligations of the Borrower relating to the Loans and shall retain all voting rights, including the right to approve any amendment, modification or waiver of any provision of this Agreement other than amendments, modifications or waivers with respect to any Facility Fees, the amount of principal or the rate of interest payable on, or the maturity of, the Loans as applicable to the participating banks or other entities (as to which such participating banks or other entities shall be afforded the right to vote). (b) Each of the Banks may but only with the prior written consent of the Borrower, which consent shall not be unreasonably withheld, and (unless the assignee is a bank or trust company with a combined capital and surplus of at least $100,000,000) with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the same portion of the Revolving Credit Loans at the time owing to it and the Revolving Credit Note held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Bank's rights and obligations under this Agreement, and (ii) the amount of the Commi...

Participations; Assignments. Lender shall have the right at any time to sell, assign, transfer, negotiate, or grant participations in all or any part of the Loan or the Note to one or more participants. Borrower hereby acknowledges and agrees that any such disposition will give rise to a direct obligation of Borrower to each such participant. Lender may at any time, without the consent of Borrower, assign all or any portion of its rights under this Agreement and the Note to a Federal Reserve Bank. Borrower shall have the right, without any obligation to pay the Early Termination Fee, to terminate the Loan prior to the Maturity Date within ninety (90) days after receiving written notice from Lender that it intends to assign or grant participations in the Loan, provided that Borrower otherwise complies with the requirements of Section 2.6(c) hereof.

Participations; Assignments. (a) Each Bank (for purposes of this Section 2.24, the defined term "Bank" shall be deemed to include as applicable the Issuing Bank) may without the consent of the Borrower sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it and the Notes held by it); provided, however, that (i) such Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other entities shall be entitled to the cost protection provisions contained in Section 2.16 and Section 2.18 but shall not be entitled to receive pursuant to such provisions an amount larger than its share of the amount to which the Bank granting such participation would have been entitled and (iv) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement; provided further that each Bank shall retain the sole right and responsibility vis-a-vis the Borrower to enforce the obligations of the Borrower relating to the

Participations; Assignments. Bank reserves the right to sell participations in the Loan and otherwise assign, transfer or hypothecate all or any part of the Loan along with the corresponding rights in the Loan Documents. Bank is authorized by Borrower and Guarantor to disclose information about it and its Subsidiaries to prospective participants and assignees.

Participations; Assignments. The Lenders may with sixty (60) days prior notice to Bald▇▇▇, ▇▇▇▇▇ ▇▇▇ticipations in or assign, at any time and from time to time hereafter, its interest in this Credit Agreement or any Loan Document, or of any portion thereof.

Participations; Assignments. (a) Each Bank may without the consent of the Borrower sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it and the Notes held by it); provided, however, that (i) such Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other entities shall be entitled to the cost protection provisions contained in Section 2.15 and Section 2.17 but shall not be entitled to receive pursuant to such provisions an amount larger than its share of the amount to which the Bank granting such participation would have been entitled and (iv) the Borrower, the Administrative Agent and the other Banks shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement; provided further that each Bank shall retain the sole right and responsibility vis-a-vis the Borrower to enforce the obligations of the Borrower relating to the Loans and shall retain all voting rights, including the right to approve any amendment, modification or waiver of any provision of this Agreement other than amendments, modifications or waivers with respect to any Facility Fees, the amount of principal or the rate of interest payable on, or the maturity of, the Loans as applicable to the participating banks or other entities (as to which such participating banks or other entities may be afforded the right to vote). (b) Each of the Banks may (but only with the prior written consent of the Borrower, which consent shall not be unreasonably withheld, provided that no consent of Borrower shall be required if any Event of Default shall have occurred and be continuing), and (unless the assignee is a bank or trust company with a combined capital and surplus of at least $100,000,000) with the written consent of the Administrative Agent, which consent shall not be unreasonably withheld, assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the same portion of the Revolving Credit Loans at the time owing to it and the Revolving Credit Note held by it); provided, however, that (i) each such assignment shall be of a constant, and not a var...