Common use of Assignment and Participations Clause in Contracts

Assignment and Participations. (a) Each Lender may, subject to the consent of the Borrower unless there is an Event of Default, in which case no consent shall be required, which consent shall not be unreasonably withheld, conditioned or delayed, sell, assign or transfer to any Person or Persons, all or any part of the Obligations or all or any part of the Financing Documents and each such Person or Persons shall execute a Joinder Agreement and upon such execution shall have the right to enforce the provisions of the Financing Documents and any of the Obligations as fully as such Lender, provided that such Lender shall continue to have the unimpaired right to enforce the provisions of the Financing Documents and any of the Obligations as to so much of the Financing Documents and/or the Obligations that it has not sold, assigned or transferred. Additionally, each Lender may sell or grant to any other person or persons participations in all or any part of the Obligations or all or any part of the Financing Documents (provided that such person is not a direct competitor of the Borrower). (b) In connection with and prior to and after any such sale, transfer, assignment or participation, the assigning Lender may disclose and furnish to any prospective or actual purchaser, transferee, assignee or participant, any and all reports, financial statements and other information obtained by the assigning Lender at any time and from time to time in connection with the Obligations, any of the Financing Documents or otherwise. Each of the Administrative Agent, the Lenders and the Borrower hereby agrees (for itself and its affiliates) that unless otherwise required by applicable laws, it will maintain the confidentiality of the transaction contemplated hereby and will not disclose, or cause to be disclosed, the same to any person, except (1) to prospective purchasers, transferees, assignees or participants who shall also maintain the confidentiality of all such information so received, (2) to its affiliates and its affiliates’ agents, directors, officers, employees, accountants, counsel or other professional advisors that have, in each such case, been instructed or otherwise bound by professional rules of conduct to keep such information confidential, (3) as may be requested pursuant to applicable laws by any governmental authority (including Internal Revenue Service auditors or state taxing and regulatory authorities), (4) to the extent required in connection with the performance by it of its obligations and the exercise by it of its rights under this Agreement and the other Financing Documents, (5) to any nationally recognized rating agency that requires access to information about such person’s investment portfolio, (6) in response to any subpoena or other legal process or in connection with any litigation to which such person is a party (provided that prior notice shall have been provided to the non-disclosing party), (7) to the extent, but only to the extent, that prior to such disclosure, such information is in the public domain or has been provided to such party by a person not a party to this Agreement and the other Financing Documents (other than by reason of a breach by such person of the confidentiality provisions hereof or as expressly contemplated hereby), or (8) with the prior written consent of the other party hereto (which consent shall not be unreasonably withheld). (c) The Borrower will fully cooperate with each Lender in connection with any such assignment and will execute and deliver such consents and acceptances to any such assignment, amendments to this Agreement in order to effect any such assignment (including, without limitation, the appointment of the Administrative Agent as agent for itself and all assignees) and a new or a replacement Promissory Note for any Promissory Note in conjunction with any such assignment; provided, that the Borrower’s Indebtedness, obligations and liabilities under this Agreement and the other Financing Documents will not be increased by reason of any such assignment.

Assignment and Participations. (a) Each Lender The Bank may, subject to the consent of the Borrower unless there is an Event of Default, in which case no consent shall be requiredBorrower, which consent shall not be unreasonably withheld, conditioned or delayed, sell, assign or transfer to any Person person or Personspersons, all or any part of the Obligations or all or any part of the Financing Documents and each such Person person or Persons shall execute a Joinder Agreement and upon such execution persons shall have the right to enforce the provisions of the Financing Documents and any of the Obligations as fully as such Lenderthe Bank, provided that such Lender the Bank shall continue to have the unimpaired right to enforce the provisions of the Financing Documents and any of the Obligations as to so much of the Financing Documents and/or the Obligations that it has not sold, assigned or transferred. Additionally, each Lender the Bank may sell or grant to any other person or persons participations in all or any part of the Obligations or all or any part of the Financing Documents (provided that such person is not a direct competitor of the Borrower). (b) In connection with and prior to and after any such sale, transfer, assignment or participation, the assigning Lender Bank may disclose and furnish to any prospective or actual purchaser, transferee, assignee or participant, any and all reports, financial statements and other information obtained by the assigning Lender Bank at any time and from time to time in connection with the Obligations, any of the Financing Documents or otherwise. Each of the Administrative Agent, the Lenders Bank and the Borrower hereby agrees (for itself and its affiliates) that unless otherwise required by applicable laws, it will maintain the confidentiality of the transaction contemplated hereby and will not disclose, or cause to be disclosed, the same to any person, except (1) to prospective purchasers, transferees, assignees or participants who shall also maintain the confidentiality of all such information so receivedparticipants, (2) to its affiliates and its affiliates’ agents, directors, officers, employees, accountants, counsel or other professional advisors that have, in each such case, been instructed or otherwise bound by professional rules of conduct to keep such information confidential, (3) as may be requested pursuant to applicable laws by any governmental authority (including Internal Revenue Service auditors or state taxing and regulatory authorities), (4) to the extent required in connection with the performance by it of its obligations and the exercise by it of its rights under this Agreement and the other Financing Documents, (5) to any nationally recognized rating agency that requires access to information about such person’s investment portfolio, (6) in response to any subpoena or other legal process or in connection with any litigation to which such person is a party (provided that prior notice shall have been provided to the non-disclosing party), (7) to the extent, but only to the extent, that prior to such disclosure, such information is in the public domain or has been provided to such party by a person not a party to this Agreement and the other Financing Documents (other than by reason of a breach by such person of the confidentiality provisions hereof or as expressly contemplated hereby), or (8) with the prior written consent of the other party hereto (which consent shall not be unreasonably withheld). (c) The Borrower will fully cooperate with each Lender the Bank in connection with any such assignment and will execute and deliver such consents and acceptances to any such assignment, amendments to this Agreement in order to effect any such assignment (including, without limitation, the appointment of the Administrative Agent Bank as agent for itself and all assignees) and a new or a replacement promissory notes for the Promissory Note for any Promissory Note Notes in conjunction with any such assignment; provided, that the Borrower’s Indebtednessindebtedness, obligations and liabilities under this Agreement and the other Financing Documents will not be increased by reason of any such assignment.

Assignment and Participations. (a) Each Lender The Bank may, subject to the consent of the Borrower unless there is an Event of Default, in which case no consent shall be requiredBorrower, which consent shall not be unreasonably withheld, conditioned or delayed, sell, assign or transfer to any Person person or Personspersons, all or any part of the Obligations or all or any part of the Financing Documents and each such Person person or Persons shall execute a Joinder Agreement and upon such execution persons shall have the right to enforce the provisions of the Financing Documents and any of the Obligations as fully as such Lenderthe Bank, provided that such Lender the Bank shall continue to have the unimpaired right to enforce the provisions of the Financing Documents and any of the Obligations as to so much of the Financing Documents and/or the Obligations that it has not sold, assigned or transferred. Additionally, each Lender the Bank may sell or grant to any other person or persons participations in all or any part of the Obligations or all or any part of the Financing Documents (provided that such person is not a direct competitor of the Borrower). (b) In connection with and prior to and after any such sale, transfer, assignment or participation, the assigning Lender Bank may disclose and furnish to any prospective or actual purchaser, transferee, assignee or participant, any and all reports, financial statements and other information obtained by the assigning Lender Bank at any time and from time to time in connection with the Obligations, any of the Financing Documents or otherwise. Each of the Administrative Agent, the Lenders Bank and the Borrower hereby agrees (for itself and its affiliates) that unless otherwise required by applicable laws, it will maintain the confidentiality of the transaction contemplated hereby and will not disclose, or cause to be disclosed, the same to any person, except (1) to prospective purchasers, transferees, assignees or participants who shall also maintain the confidentiality of all such information so receivedparticipants, (2) to its affiliates and its affiliates’ agents, directors, officers, employees, accountants, counsel or other professional advisors that have, in each such case, been instructed or otherwise bound by professional rules of conduct to keep such information confidential, (3) as may be requested pursuant to applicable laws by any governmental authority (including Internal Revenue Service auditors or state taxing and regulatory authorities), (4) to the extent required in connection with the performance by it of its obligations and the exercise by it of its rights under this Agreement and the other Financing Documents, (5) to any nationally recognized rating agency that requires access to information about such person’s investment portfolio, (6) in response to any subpoena or other legal process or in connection with any litigation to which such person is a party (provided that prior notice shall have been provided to the non-disclosing party), (7) to the extent, but only to the extent, that prior to such disclosure, such information is in the public domain or has been provided to such party by a person not a party to this Agreement and the other Financing Documents (other than by reason of a breach by such person of the confidentiality provisions hereof or as expressly contemplated hereby), or (8) with the prior written consent of the other party hereto (which consent shall not be unreasonably withheld). (c) The Borrower will fully cooperate with each Lender the Bank in connection with any such assignment and will execute and deliver such consents and acceptances to any such assignment, amendments to this Agreement in order to effect any such assignment (including, without limitation, the appointment of the Administrative Agent Bank as agent for itself and all assignees) and a new or a replacement Promissory Note for any the Promissory Note in conjunction with any such assignment; provided, that the Borrower’s Indebtednessindebtedness, obligations and liabilities under this Agreement and the other Financing Documents will not be increased by reason of any such assignment.