Common use of Participations; Assignments Clause in Contracts

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 participant or assignee. If no such written notification is received from the Borrower by such Lender (or the Agent, as the case may be) within such time, the Borrower shall be deemed to have irrevocably granted its approval to such request. Borrower agrees that, in any event, any requested approval of a participant or assignee shall not be unreasonably withheld.

Participations; Assignments. No Lender shall have the right(a) Any APA Bank may, without the upon prior written consent notice to the Funding Agent and the Rating Agencies and the satisfaction of all applicable requirements under Section 5.3 of the AgentAgreement and in accordance with applicable law, assign to sell participations in, one 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 more assignees (any such participation or assignment shall first be approved by Borrower as provided hereinbelow (it being understood that no such approval assignee shall be required if any Default or Event of Default is in existence); and provided further that, in any event, any Lender may assign (ireferred to herein as an "Acquiring APA Bank") 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 interests, rights and obligations under this Supplement and the Financing Agreements may Transaction Documents; provided, however, that no such assignment shall be conditioned, among other criteria, upon permitted (i) except in the execution and delivery case of an assignment and acceptance agreement in form and substance acceptable to another APA Bank, without the Agent, pursuant Company's prior written consent 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 participant or assignee. If no such written notification is received from the Borrower by such Lender (or the Agent, as the case may be) within such time, the Borrower shall be deemed to have irrevocably granted its approval to such request. Borrower agrees that, in any event, any requested approval of a participant or assignee consent shall not be unreasonably withheldwithheld or delayed), (ii) if such assignment is not otherwise permitted under subsection 5.3(e) of the Agreement, (iii) if such assignment is for any amount less than $5,000,000, (iv) if such Acquiring APA Bank is not an Eligible Assignee, (iv) if such assignment would cause there to be more than 30 Targeted Holders of the VFC Certificates at any time, and (v) unless the parties to each such assignment shall execute and deliver to the Funding Agent a commitment transfer supplement (each, a "Commitment Transfer Supplement"), substantially in the form of Exhibit C, together with a processing and recordation fee of $3,500, and the Acquiring APA Bank, if it shall not be a APA Bank, shall deliver to the Funding Agent an administrative questionnaire in the form provided by the Funding Agent. Upon acceptance and recording pursuant to paragraph (e) of this Section 11.11, from and after the effective date specified in each Commitment Transfer Supplement, which effective date shall be at least five Business Days after the execution thereof, (A) the Acquiring APA Bank thereunder shall be a party hereto and, to the extent of the interest assigned by such Commitment Transfer Supplement, have the rights and obligations of an APA Bank under this Supplement and (B) the assigning APA Bank thereunder shall, to the extent of the interest assigned by such Commitment Transfer Supplement, be released from its obligations under this Supplement and the other Transaction Documents (and, in the case of a Commitment Transfer Supplement covering all or the remaining portion of an assigning APA Bank's rights and obligations under this Supplement and the other Transaction Documents, such APA Bank shall cease to be a party hereto but shall continue to be entitled to receive Article VII Costs, as well as any fees accrued for its account and not yet paid).

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 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 participant or assignee. If no such written notification is received from the Borrower by such Lender (or the Agent, as the case may be) within such time, the Borrower shall be deemed to have irrevocably granted its approval to such request. Borrower agrees that, in any event, any requested approval of a participant or assignee shall not be unreasonably withheld.

Participations; Assignments. No Each Lender shall have the rightmay assign, without the prior written consent of the Agent, to or sell participations in, all or any part of its Commitment, or of its ratable share of the Liabilities to another bank or other entity. Each assignment shall be in the minimum amount of $5,000,000.00 and the proposed assignee shall be subject to the prior written approval of Borrowers (which approval shall not be required if a Default or Event of Default has occurred and is continuing and shall not be otherwise unreasonably withheld) and Agent (which approval shall not be unreasonably withheld) (except that no such consent shall be required in connection with an assignment or participation sold by a Lender to (A) another bank controlled by such Lender or its holding company or (B) another Lender). In the event of an assignment or participation, (A) in the case of an assignment, the assignee shall become a signatory hereto by execution of an Assignment and Acceptance Agreement substantially in the form of Exhibit 9.12 attached hereto, and upon notice thereof by such Lender to Borrowers with a copy to Agent, and upon payment to Agent by the parties to the assignment of a processing and recordation fee of $3,000.00, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as any other Lender hereunder; and (B) in the case of a participation, the participant shall have no rights under the Loan Documents and all amounts payable by Borrowers hereunder and under the other Loan Documents shall be determined as if such Lender had not sold such participation. The agreement executed by such Lender in favor of the participant shall not give the participant the right to require such Lender to take or omit to take any action hereunder except action directly relating to any of the actions described in Sections 9.10 (A), (B), (C), (D) or (I) hereof. Lenders may furnish any information concerning Borrowers in the possession of Lenders from time to time to assignees and participants (including prospective assignees and participants); provided that Lenders shall require any such prospective assignee or such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such information. In addition to the assignments ofand participations permitted under this Section, any Lender may assign and pledge all or any portion of its interest under Commitment, Liabilities and Notes to any or all Federal Reserve Bank as collateral security pursuant to Regulation A of the Financing Agreements, provided that if no Default Board of Governors of the Federal Reserve System and any Operating Circulars issued by such Federal Reserve Bank without obtaining Borrowers' or Event of Default is in existence the identity of any Person purchasing any Agent's approval. No such participation sale or assignment shall first be approved by Borrower as provided hereinbelow (it being understood that no such approval shall be required if any Default release the selling or Event of Default is in existence); and provided further that, in any event, any assigning Lender may assign (i) all or any portion of from 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 participant or assignee. If no such written notification is received from the Borrower by such Lender (or the Agent, as the case may be) within such time, the Borrower shall be deemed to have irrevocably granted its approval to such request. Borrower agrees that, in any event, any requested approval of a participant or assignee shall not be unreasonably withheldobligations hereunder.

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 participant or assignee. If no such written notification is received from the Borrower by such Lender (or the Agent, as the case may be) within such time, the Borrower shall be deemed to have irrevocably granted its approval to such request. Borrower agrees that, in any event, any requested approval of a participant or assignee shall not be unreasonably withheld.

Participations; Assignments. No (a) PARTICIPATIONS. Any Lender may sell to one or more Persons (each a "PARTICIPANT") participating interests in the interests of such Lender hereunder. Such Lender shall remain solely responsible for performing its obligations hereunder, and the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations hereunder. Each Participant shall be entitled to the benefits of Section 13.5 and shall have the rightright of setoff through is participation in amounts owing hereunder to the same extent as if it were a Lender hereunder, without which right of setoff is subject to such Participant's obligation to share with the prior written consent Lender as provided in Section 4.13 and, PROVIDED, HOWEVER, that no Lender shall transfer or grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Loan Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in increase rates) or reduce the principal amount thereof, or increase the amount of the Agent, to sell participations in, or assignments of, all or any portion of its interest under any or all of participant's participation over the Financing Agreements, provided that if no Default or Event of Default is amount thereof then in existence the identity of any Person purchasing any such participation or assignment shall first be approved by Borrower as provided hereinbelow effect (it being understood that no a waiver of any Default shall not constitute a change in the terms of such approval participation, and that an increase in any Commitment or Loan shall be required permitted without the consent of any participant if any Default or Event of Default the participant's participation is in existence); and provided further that, in any event, any Lender may assign (inot increased as a result thereof) all or any portion of its interest under any or all of the Financing Agreements to an affiliate of such Lender or (ii) all consent to the assignment or transfer by the Borrower of any of its interest rights and obligations 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 participant or assignee. If no such written notification is received from the Borrower by such Lender (or the Agent, as the case may be) within such time, the Borrower shall be deemed to have irrevocably granted its approval to such request. Borrower agrees that, in any event, any requested approval of a participant or assignee shall not be unreasonably withheldAgreement.