Common use of Assignment and Sub Participation Clause in Contracts

Assignment and Sub Participation. 12.1 Right to assign Each of the Lenders may: 12.1.1 assign or transfer all or any of its rights under or pursuant to the Security Documents or assign or grant sub-participations in all or any part of its Commitment (i) to any other branch or Affiliate of that Lender or (ii) with the prior written consent of the Agent and the Guarantor (which shall not be unreasonably withheld and which consent shall not be required from the Guarantor following an Event of Default which is continuing unremedied or unwaived) to any other bank or financial institution; and 12.1.2 assign or transfer all or any part of its rights under or pursuant to this Agreement and/or any of the other Security Documents to KEIC following the occurrence of an Event of Default which is continuing unremedied or unwaived or otherwise if required to do so by KEIC pursuant to the terms of the KEIC Buyer Credit Policies provided that KEIC pays the insurance proceeds in full in accordance with the KEIC Buyer Credit Policies. 12.2 Borrowers’ co-operation The Borrowers will co-operate fully and will procure that the Guarantor co-operates fully with the Lenders in connection with any assignment, transfer or sub-participation pursuant to Clause 12.1; will execute and procure the execution of such documents as the Lenders may require in connection therewith; and irrevocably authorise each of the Finance Parties to disclose to any proposed assignee, transferee or sub-participant (whether before or after any assignment, transfer or sub-participation and whether or not any assignment, transfer or sub-participation shall take place) all information relating to the Security Parties, the Facility or the Security Documents which each such Finance Party may in its discretion consider necessary or desirable (subject to any duties of confidentiality applicable to the Lenders generally).

Assignment and Sub Participation. 12.1 Right to 1. Lenders' rights A Lender may assign Each of the Lenders may: 12.1.1 assign or transfer all or any of its rights under this Agreement or pursuant to the Security Documents or assign or grant sub-participations in all or transfer by novation any part of its Commitment (i) rights and obligations under this Agreement to any other branch or Affiliate of that Lender or to any other Lender (iior an Affiliate of another Lender) with or (subject to the prior written consent of the Agent and the Guarantor (which shall Borrowers, such consent not to be unreasonably withheld and which consent shall but not to be required from the Guarantor following at any time after an Event of Default which is continuing unremedied or unwaived) to any other bank bank, financial institution or institutional lender, or any trust, fund or other entity which is regularly engaged in, or established for the purpose of, making, purchasing or investing in loans, securities or other financial institution; and 12.1.2 assign or transfer assets, and may LONLIVE\24155284.5 Page 34 ▇▇-▇▇-▇▇▇▇▇\Draft(4)\29 March 2016 grant sub-participations in all or any part of its rights under Commitment in the Loan provided that where any such assignment, transfer or pursuant sub-participation relates to this Agreement and/or any only part of a Lender's Commitment, (i) it shall be in an amount of no less than five million Dollars ($5,000,000) and (ii) such assignment, transfer or sub-participation of only part of a Lender's Commitment shall not result in such Lender holding a Commitment of less than five million Dollars ($5,000,000). Where the consent of the other Security Documents Borrowers is required, the Borrowers shall be deemed to KEIC following the occurrence of an Event of Default which have given its consent if no express refusal is continuing unremedied or unwaived or otherwise if required to do so by KEIC pursuant to the terms of the KEIC Buyer Credit Policies provided that KEIC pays the insurance proceeds in full in accordance with the KEIC Buyer Credit Policiesgiven within five (5) Business Days. 12.2 2. Borrowers’ ' co-operation The Borrowers will co-operate fully and will procure that the Guarantor co-operates fully with the Lenders a Lender in connection with any assignment, transfer or sub-participation pursuant to Clause 12.1by that Lender; will execute and procure the execution of such documents as the Lenders that Lender may require in that connection therewithincluding, but not limited to, re-executing any Security Documents (if required); and irrevocably authorise each of the authorises any Finance Parties Party to disclose to any proposed assignee, transferee or sub-participant (whether before or after any assignment, transfer or sub-participation and whether or not any assignment, transfer or sub-participation shall take place) all information relating to the Security Parties, the Facility or Loan and the Security Relevant Documents which each such any Finance Party may in its discretion consider necessary or desirable (subject to any duties of confidentiality applicable to the Lenders generally).

Assignment and Sub Participation. 12.1 Right to assign Each of the Lenders may:29.1 The Lender may at any time:- 12.1.1 assign or transfer all or any of its rights under or pursuant to the Security Documents or assign or grant (a) sub-participations in participate all or any part of its Commitment (i) to any other branch rights or Affiliate of that Lender or (ii) with the prior written consent of the Agent and the Guarantor (which shall not be unreasonably withheld and which consent shall not be required from the Guarantor following an Event of Default which is continuing unremedied or unwaived) to any other bank or financial institutionbenefits under this Agreement; and 12.1.2 (b) assign or transfer all or any part of its rights or benefits under or pursuant to this Agreement and/or any provided that:- (i) if such sub-participation, assignment or transfer is of 51% or more of the total Loan Facility and is to any person other Security Documents than a subsidiary, holding company of or other member of the Lender's group such sub participation, assignment or transfer shall require the prior consent of the Borrower (such consent not to KEIC following be unreasonably withheld) provided that if any such member of the occurrence Lender's group who, at the relevant time, holds (whether as sub-participant, assignee or transferee) 51% or more of an Event the total Loan Facility ceases to be a member of Default which is continuing unremedied the group it shall, unless the Borrower shall have consented to the said member retaining its interest after it ceases to be a member of the group, immediately upon it ceasing to be a member of the group assign transfer its interest to any subsidiary, holding company or unwaived other member of the Lender's group; and (ii) if, at the time and as a result of any proposed transfer or otherwise if assignment, the Borrower would incur any increased cost or be liable to make payments in excess of those required to do so by KEIC pursuant to be made hereunder immediately prior thereto (other than any minimum liquid asset costs) such assignment or transfer is on terms that the terms of the KEIC Buyer Credit Policies provided that KEIC pays the insurance proceeds in full in accordance with the KEIC Buyer Credit PoliciesBorrower is not and will not be liable for any such increased cost or liability. 12.2 Borrowers’ co-operation 29.2 The Borrowers will co-operate fully and will procure that the Guarantor co-operates fully with the Lenders in connection with any assignmentBorrower shall not be entitled to assign, transfer or sub-participation pursuant to Clause 12.1; will execute and procure otherwise dispose of all or any of its rights or benefits under this Agreement without the execution of such documents as the Lenders may require in connection therewith; and irrevocably authorise each prior written consent of the Finance Parties to Lender. 29.3 The Lender may disclose to any a proposed assignee, transferee or sub-participant (whether before information in its possession relating to the provisions of this Agreement and the Transaction Documents which it considers necessary or after any desirable to disclose for the purposes of the proposed assignment, transfer or sub-participation and whether or not any assignmentparticipation, transfer notwithstanding the provisions of clause 26 (Confidentiality) provided that the Lender obtains from such assignee, transferee or sub-participation shall take place) all information relating participant a confidentiality undertaking on substantially the same terms as clause 26 (but substituting references to such proposed assignee, transferee or sub-participant for references therein to the Security Parties, Borrower) or on such other terms as may be agreed between the Facility or Borrower and the Security Documents which each such Finance Party may in its discretion consider necessary or desirable (subject to any duties of confidentiality applicable Lender. 29.4 This Agreement shall bind and inure to the Lenders generally)benefit of and be enforceable by the Lender and its respective successors, transferees and assigns and references to the Lender shall be deemed to include references to each of the foregoing.