Common use of Right to Assign Clause in Contracts

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (a), (b) or (c) of the definition of the term of “Eligible Assignee” upon consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed); and (ii) to any Person meeting the criteria of clause (d) or (e) of the definition of the term of “Eligible Assignee” upon consent of the Administrative Agent and the giving of notice to the Borrower; provided, further that each such assignment pursuant to this Section 10.06(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Loans of the assigning Lender); provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments assignment shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (a), (bi)(a) or clause (cii)(a) of the definition of the term of “Eligible Assignee” upon consent the giving of the notice to Administrative Agent (such consent not to be unreasonably withheld or delayed)Agent; and (ii) to any Person meeting otherwise constituting an Eligible Assignee with the criteria of clause (d) or (e) of the definition of the term of “Eligible Assignee” upon consent of the Administrative Agent and the giving of notice to the BorrowerAgent; provided, further that each such assignment pursuant to this Section 10.06(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 200,000 (or such lesser amount (x) as may be agreed to by the Borrower Company and the Administrative Agent or Agent, (y) as shall constitute the aggregate amount of the Term Loans or Term Loan Commitments of a particular Class of the assigning Lender or (z) as is assigned by an assigning Lender to an Affiliate or Related Fund of such Lender); provided, that ) with respect to the Related Funds assignment of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amountsTerm Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans Term Loan owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable portion of the Term Loan and any related Commitments): (i) to any Person meeting the criteria of clause (a), (b) or (c) of the definition of the term of “Eligible Assignee” upon the giving of notice to Company and Collateral Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of the Administrative Collateral Agent (such consent not to be unreasonably withheld or delayedand not to be required during the occurrence and continuance of an Event of Default); and (ii) to any Person meeting the criteria of clause (d) or (e) of the definition of the term of “Eligible Assignee” upon consent of the Administrative Agent and the giving of notice to the Borrower; provided, further that each such assignment pursuant to this Section 10.06(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than ($1,000,000 (or such lesser amount as may be agreed to by the Borrower Company and the Administrative Collateral Agent or as shall constitute the aggregate amount of the Loans Term Loan of the assigning Lender); provided, that with respect to the Related Funds assignment of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amountsthe Term Loan.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment Commitments or Loans owing to it or other Obligations subject to the applicable provisions of Section 9.5 and this Section 10.6 (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (a), (b) or (ci) of the definition of the term of “Eligible Assignee” upon consent the giving of the notice to Borrower and Administrative Agent (such consent not to be unreasonably withheld or delayed)Agent; and (ii) to any Person meeting the criteria of clause (d) or (eii) of the definition of the term of “Eligible Assignee” upon consent of the Administrative Agent and the giving of notice to the BorrowerBorrower and Administrative Agent; provided, further that each such assignment pursuant to this Section 10.06(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Loans Loan of the assigning Lender); provided, that ) with respect to the Related Funds assignment of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amountsLoans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Term Loan Commitment or Term Loans owing to it or other Obligations (providedprovided that, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Term Loan and any related Term Loan Commitments): (i) to any Person meeting the criteria of clause (a), (bi) or clause (cii) of the definition of the term of “Eligible Assignee” upon consent the giving of the notice to Parent Borrower and Administrative Agent (but only to the extent that such consent sale, assignment or transfer is not to be unreasonably withheld or delayedan Affiliate); and (ii) to any Person meeting otherwise constituting an Eligible Assignee with the criteria of clause (d) or (e) of the definition of the term of “Eligible Assignee” upon consent of the Administrative Agent and the giving of notice to the BorrowerAgent; providedprovided that, further that each such assignment pursuant to this Section 10.06(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Parent Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Loans Term Loan of the assigning Lender); provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Term Loan Commitment or Term Loans owing to it or other Obligations subject to Section 9.5(c) (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Term Loan Commitments): (i) to any Person meeting the criteria of clause (a), (b) or (ci) of the definition of the term of “Eligible Assignee” upon consent the giving of the notice to Borrower and Administrative Agent (such consent not to be unreasonably withheld or delayed)Agent; and (ii) to any Person meeting the criteria of clause (d) or (eii) of the definition of the term of “Eligible Assignee” upon consent of the Administrative Agent and the giving of notice to the BorrowerBorrower and Administrative Agent; provided, further that each such assignment pursuant to this Section 10.06(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Loans Loan of the assigning Lender); provided, that ) with respect to the Related Funds assignment of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amountsLoans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting Affiliate of such Lender and/or, in the criteria of clause (a), (b) or (c) case of the definition Term Loans held by any Lender other than GS Bank and its Affiliates, any Related Fund, upon the giving of the term of “Eligible Assignee” upon consent of the notice to Company and Administrative Agent (such consent not to be unreasonably withheld or delayed)Agent; and (ii) to any Person meeting otherwise constituting an Eligible Assignee with the criteria of clause (d) or (e) of the definition of the term of “Eligible Assignee” upon consent of the Administrative Agent and, provided, no Default or Event of Default has occurred and is continuing, the giving of notice to the BorrowerCompany; provided, further that each such assignment pursuant to this Section 10.06(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by the Borrower Company and the Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender); provided, that ) with respect to the Related Funds assignment of any individual Lender the Revolving Commitments and Revolving Loans and (B) $1,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate their Loans for purposes amount of determining compliance the Term Loan of a particular tranche of the assigning Lender) with such minimum respect to the assignment amountsof Term Loans.

Right to Assign. Each Lender shall have the right at any time time, after consultation with Company if no Default or Event of Default has occurred or is continuing, to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (a), (b) or (ci) of the definition of the term of “"Eligible Assignee” " upon consent the giving of the notice to Company and Administrative Agent (such consent not to be unreasonably withheld or delayed)Agent; and (ii) to any Person meeting the criteria of clause (d) or (eii) of the definition of the term of “"Eligible Assignee” upon consent of the Administrative Agent and the giving of notice to the Borrower"; provided, further that each such assignment pursuant to this Section 10.06(c)(ii11.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Borrower Company and the Administrative Agent or as shall constitute the aggregate amount of the Loans Loan of the assigning Lender); provided, that ) with respect to the Related Funds assignment of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amountsLoans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Term Loan and any related Term Loan Commitments): (i) to any Person meeting the criteria of clause (a), (b) or (ci) of the definition of the term of “Eligible Assignee” upon consent the giving of the notice to Borrower and Administrative Agent (such consent not to be unreasonably withheld or delayed)Agent; and (ii) to any Person meeting the criteria of clause (d) or (eii) of the definition of the term of “Eligible Assignee” upon consent of the Administrative Agent and the giving of notice to the BorrowerBorrower and Administrative Agent; provided, further that each such assignment pursuant to this Section 10.06(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Loans Term Loan of the assigning Lender); provided, that ) with respect to the Related Funds assignment of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amountsTerm Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Term Loan and any related Term Loan Commitments): (i) to any Person meeting the criteria of clause (a), (b) or (ci) of the definition of the term of “"Eligible Assignee” " upon consent the giving of the notice to Borrower and Administrative Agent (such consent not to be unreasonably withheld or delayed)Agent; and (ii) to any Person meeting the criteria of clause (d) or (eii) of the definition of the term of “"Eligible Assignee” " upon consent of the Administrative Agent and the giving of notice to the BorrowerBorrower and Administrative Agent; provided, further that each such assignment pursuant to this Section 10.06(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Loans Term Loan of the assigning Lender); provided, that ) with respect to the Related Funds assignment of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amountsTerm Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Term Loan Commitment or Term Loans owing to it or other Obligations owing to it (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Term Loan and any related Term Loan Commitments): (i) to any Person meeting the criteria of clause (a), (b) or (ci) of the definition of the term of “Eligible Assignee” upon consent the giving of the notice to NewPageCo and Administrative Agent (such consent not to be unreasonably withheld or delayed)Agent; and (ii) to any Person meeting the criteria of clause (d) or (eii) of the definition of the term of “Eligible Assignee” upon consent of the Administrative Agent and the giving of notice to the BorrowerNewPageCo and Administrative Agent; provided, further that each such assignment pursuant to this Section 10.06(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent and (so long as no Event of Default Exists) NewPageCo or as shall constitute the aggregate amount of the Loans Existing Term Loan or New Term Loan of a Series of the assigning Lender); provided, that the Lender (and aggregating assignments to or by Related Funds for this purpose) with respect to the assignment of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amountsTerm Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person other than Excluded Institutions (unless an Event of Default has occurred) meeting the criteria of clause (a), (b) or (ci) of the definition of the term of “Eligible Assignee” upon consent the giving of notice to the Borrower and the Administrative Agent (such consent not to be unreasonably withheld or delayed)Agent; and (ii) to any Person other than Excluded Institutions (unless an Event of Default has occurred) meeting the criteria of clause (d) or (eii) of the definition of the term of “Eligible Assignee” upon consent of the Administrative Agent and the giving of notice to the BorrowerBorrower and the Administrative Agent; provided, that further that each such assignment pursuant to this Section 10.06(c)(ii10.06(b)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Initial Term Loan or the or New Term Loans of a Series of the assigning Lender)) with respect to the assignment of Loans; provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations subject to Section 9.5(c) (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (a), (b) or (ci) of the definition of the term of “Eligible Assignee” upon consent the giving of the notice to Borrower and Administrative Agent (such consent not to be unreasonably withheld or delayed)Agent; and (ii) to any Person meeting the criteria of clause (d) or (eii) of the definition of the term of “Eligible Assignee” upon consent of the Administrative Agent and the giving of notice to the BorrowerBorrower and Administrative Agent; provided, further that each such assignment pursuant to this Section 10.06(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Loans Loan of the assigning Lender); provided, that ) with respect to the Related Funds assignment of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amountsLoans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not 104 varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (a), (b) or (ci) of the definition of the term of “"Eligible Assignee” " upon consent the giving of the notice to Borrower and Administrative Agent (such consent not to be unreasonably withheld or delayed)Agent; and (ii) to any Person meeting the criteria of clause (d) or (eii) of the definition of the term of “"Eligible Assignee” " upon consent of the Administrative Agent and the giving of notice to the BorrowerBorrower and Administrative Agent; provided, further that each such assignment pursuant to this Section 10.06(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Loans Term Loan of the assigning Lender); provided, that ) with respect to the Related Funds assignment of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amountsTerm Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and Loan, provided, further, that notwithstanding any related Commitmentsassignment of all or a portion of its Commitment, BAMI shall remain obligated to fund the Revolving Loans under such Commitment in accordance with the terms hereof): (i) to any Person meeting the criteria of clause (a), (b) or (ci) of the definition of the term of “Eligible Assignee” upon consent the giving of the notice to Borrower and Administrative Agent (such consent not to be unreasonably withheld or delayed)Agent; and (ii) to any Person meeting the criteria of clause (d) or (eii) of the definition of the term of “Eligible Assignee” upon consent of the Administrative Agent and the giving of notice to the BorrowerBorrower and Administrative Agent; provided, further that further, each such assignment pursuant to this Section 10.06(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Loans Loan of the assigning Lender); provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan Loan, provided, further, that notwithstanding any assignment of all or a portion of its Commitment, the Initial Lender shall remain obligated with respect to its Revolving Commitment unless and any related Commitmentsto the extent of an assignment to an Eligible Assignee made with the consent of the Borrower (such consent not to be unreasonably withheld or delayed): (i) to any Person meeting the criteria of clause (a), (b) or (ci) of the definition of the term of “Eligible Assignee” upon consent the giving of the notice to Borrower and Administrative Agent (such consent not to be unreasonably withheld or delayed)Agent; and (ii) to any Person meeting the criteria of clause (d) or (eii) of the definition of the term of “Eligible Assignee” upon consent of the Administrative Agent and the giving of notice to the BorrowerBorrower and Administrative Agent; provided, further that further, each such assignment pursuant to this Section 10.06(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Loans Loan of the assigning Lender); provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including including, without limitation, all or a portion of its Commitment or Revolving Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Revolving Loan and any related Commitments): (i) to any Person meeting the criteria of clause (a), (b) or (ci) of the definition of the term of “"Eligible Assignee” " upon consent the giving of the notice to Borrower Agent and Administrative Agent (such consent not to be unreasonably withheld or delayed)Agent; and (ii) to any Person meeting the criteria of clause (d) or (eii) of the definition of the term of “"Eligible Assignee” " upon consent of the Administrative Agent and the giving of notice to the Borrower; Borrower Agent and Administrative Agent, provided, further that each such assignment pursuant to this Section 10.06(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Borrower Agent and the Administrative Agent or as shall constitute the aggregate amount of the Loans Revolving Loan of the assigning Lender); provided, that ) with respect to the Related Funds assignment of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amountsRevolving Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):): 106 (i) to any Person meeting the criteria of clause (a), (b) or (ci) of the definition of the term of “"Eligible Assignee” " upon consent the giving of the notice to Borrower and Administrative Agent (such consent not to be unreasonably withheld or delayed)Agent; and (ii) to any Person meeting the criteria of clause (d) or (eii) of the definition of the term of “"Eligible Assignee” " upon consent of the Administrative Agent and the giving of notice to the BorrowerBorrower and Administrative Agent; provided, further that each such assignment pursuant to this Section 10.06(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent or as shall constitute the aggregate amount of the Loans Tranche A Term Loan or Tranche B Term Loan, as the case may be, of the assigning Lender); provided, that ) with respect to the assignment of the Term Loans and contemporaneous assignments to or by more than one Related Funds of any individual Lender may aggregate their Loans Fund will be treated as one assignment for purposes of determining compliance with such minimum assignment amountsthis purpose.