Assignment; Participations Sample Clauses

Assignment; Participations. (a) Bank may sell, negotiate or grant participations to other financial institutions in all or part of the obligations of the Borrower outstanding under the Loan Documents without notice to or the approval of Borrower; provided that any such sale, negotiation or participation shall be in compliance with the applicable federal and state securities laws and the other requirements of this Section 12. 1. Notwithstanding the sale, negotiation or grant of participations, Bank shall remain solely responsible for the performance of its obligations under this Agreement, and Borrower shall continue to deal solely and directly with Bank in connection with this Agreement and the other Loan Documents. (b) The grant of a participation interest shall be on such terms as the Bank determines are appropriate, provided only that (1) the holder of such a participation interest shall not have any of the rights of Bank under this Agreement except, if the participation agreement so provides, rights to demand the payment of costs of the type described in Section 2.6, provided that the aggregate amount that the Borrower shall be required to pay under Section 2.6 with respect to any ratable share of the Committed Line or any Advance (including amounts paid to participants) shall not exceed the amount that Borrower would have had to pay if no participation agreements had been entered into, and (2) the consent of the holder of such a participation interest shall not be required for amendments or waivers of provisions of the Loan Agreement other than those which (i) increase the amount of the Committed Line, (ii) extend the term of this Agreement, (iii) decrease the rate of interest or the amount of any fee or any other amount payable to Bank under this Agreement, (iv) reduce the principal amount payable under this Agreement, or (v) extend the date fixed for the payment of principal or interest or any other amount payable under this Agreement. (c) The Bank may assign, from time to time, all or any portion of its pro rata share of the Committed Line to an Affiliate of the Bank or to any Federal Reserve Bank, or, subject to the prior written approval of Borrower (which approval will not be unreasonably withheld), to any other financial institution; provided, that with respect to an assignment that is subject to the prior approval of Borrower (i) the amount of the Committed Line being assigned pursuant to each such assignment shall in no event be less than $1,000,000, and (ii) the partie...

Assignment; Participations. This Agreement shall be binding upon, and shall inure to the benefit of, the Debtors and the Lender and their respective successors and assigns, and except as otherwise provided in the Facility Documents, no Debtor may assign or transfer any of its rights or obligations hereunder without the prior written consent of the Lender. Without limiting the generality of the foregoing, the Lender may assign or transfer all or any portion of its rights and obligations under any Facility Document, under the terms of this Agreement to the extent provided in and subject to the terms of the Credit Agreement, to any other Person, and such other Person shall thereupon become vested with all of the rights and obligations in respect thereof granted to the Lender herein. Without limiting the generality of the foregoing, the Debtors hereby acknowledge that the Lender may sell, grant or assign participation interest(s) in the Note and in the Lender's rights and obligations in respect of the Facility Documents, including, without limitation, this Agreement, on the terms and conditions set forth in the Credit Agreement. In the event that the Lender shall sell, grant or assign such participation interest(s), subject to the provisions of the Credit Agreement (a) the Lender may, in its sole discretion, disclose financial and other information to prospective participant(s) with respect to the Debtors, (b) the Debtors shall cooperate with the Lender in connection with any such participation and shall execute any and all documents which may be necessary or desirable, in the Lender's or such participant's judgment, to effectuate any such participation(s), and (c) each representation and agreement made by the Debtors in this Agreement and the other Facility Documents to which it is a party shall run to the benefit of such participant(s).

Assignment; Participations. Borrower may not assign its rights or Obligations under this Agreement without the prior written consent of Bank. Bank may at any time assign or pledge its rights and obligations under this Agreement with the prior written consent of Borrower to any other party provided that the prior written consent of the Bank shall not be required (i) if an Event of Default under Section 9(a) or 9(h) of this Agreement has occurred and is continuing or (ii) if such assignment is to an affiliate of Bank. Subject to the foregoing, all provisions contained in this Agreement or any document or agreement referred to herein or relating hereto shall inure to the benefit of Bank, its successors and assigns, and shall be binding upon Borrower, its successors and assigns; provided, however, that no assignee shall be entitled to a greater payment pursuant to Section 3(i) than Bank would have been entitled to receive if it had not assigned its interest hereunder. Bank may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Agreement; provided, however, that (i) Bank’s obligations under this Agreement shall remain unchanged, (ii) Bank shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) Borrower shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations under this Agreement and the other Loan Documents. Borrower agrees that each participant shall be entitled to the benefits of Sections 3(i) 3(j), 3(k) and 4 (subject to the requirements and limitations therein, including the requirements under Sections 4(c) and (d) (it being understood that the documentation required under Sections 4(c) and (d) shall be delivered to Bank)) to the same extent as if it had acquired its interest by assignment; provided that such participant shall not be entitled to receive any greater payment under Sections 3(i) 3(j), 3(k) and 4, with respect to any participation, than Bank would have been entitled to receive. If Bank sells any participations of its right and obligations under this Agreement to a non-U.S. participant, Bank shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); pro...

Assignment; Participations a. RZB may assign any or all of the Obligations and may transfer therewith any or all of the Collateral therefor and the transferee shall have the same rights with respect thereto as had RZB. Upon such transfer, RZB shall be released from all responsibility for the Collateral so transferred. b. RZB may from time to time sell or otherwise grant participations in any of the Obligations and any Collateral for the Obligations. Obligor agrees that each such holder of a participation may exercise any and all rights of banker’s lien, set-off and counterclaim with respect to its participation in the Obligations as fully as though Obligor were directly indebted to such holder in the amount of such participation.

Assignment; Participations. The Lender may assign any of its rights and obligations hereunder or under any of the other Loan Documents (i) to a regulated financial institution without the consent of, but upon notice to, the Borrower, and (ii) to a non-regulated financial institution with, so long as no Event of Default has occurred and is continuing, the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed). In the event the Borrower fails to respond to such request for consent within ten (10) Business Days after its receipt thereof, the Borrower shall be deemed to have consented thereto. In the event the Borrower refuses to give its consent to such request, the Borrower shall have the option of either (i) prepaying the Loan in full, without penalty, within sixty (60) days thereafter, or (ii) waiving its right to object to such assignment. The Lender may also grant or sell participation interests in this Agreement and the other Loan Documents and all sums payable hereunder and thereunder (each, a “Participation”) so long as each of the following conditions is satisfied with respect to such Participation: (i) in the absence of an Event of Default, the proposed participant is not a Competitor of the Borrower or any Affiliate thereof; (ii) no participant shall have direct recourse against the Borrower or any Affiliate of the Borrower but only through the Lender; (iii) the Borrower shall continue to deal solely and exclusively with the Lender in connection with the Lender’s rights and obligations under this Agreement; and (iv) any agreement or instrument pursuant to which the Lender sells such a Participation shall provide that any action to be taken to enforce the terms of this Agreement or to amend, modify or waive any provisions thereof shall require the consent of not less than a majority of the parties holding an interest this Agreement and all sums payable thereunder; provided, however, that such agreement or instrument may provide that, without the consent of each participant, the Lender may not agree to: (A) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal of, premium, if any, and/or interest on the Note, or any other amounts due by the Borrower or the Guarantor under this Agreement or any other Loan Document, (B) reduce the amount of any scheduled principal and/or interest payment due hereunder or under the Note or any fees or other amounts payable by the B...

Assignment; Participations. Borrower shall not assign its rights or obligations hereunder without Lender's consent. Lender may assign or sell participations in all or any portion of its interest in the Loan or under the Loan Documents to any Person. Lender may disclose to any actual or potential assignee or participant any information that Borrower has delivered to Lender in connection with the Loan Documents; and Borrower shall cooperate fully with Lender in providing that information. If Lender assigns or sells a participation in the Loan or the Loan Documents, the purchaser will have the right of set-off against Borrower.

Assignment; Participations. (a) Upon thirty (30) days prior notice to the Borrower and with the written consent of the Agent and the Borrower (which consent shall not be unreasonably withheld), each Bank may assign to one or more commercial banks or financial institutions all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitment and the amounts under the Revolving Loans owing to it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank's rights and obligations under this Agreement, (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance) with respect to such assignment shall in no event be less than $5,000,000 and shall be an integral multiple of $500,000 (or in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, any lesser increment), and (iii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (as defined in (c) below), an Assignment and Acceptance and a $3,500 non-refundable processing fee from the assigning Bank. Notwithstanding the foregoing, no written consent of the Borrower shall be required in connection with any assignment by a Bank to an Affiliate of such Bank of all or a portion of its rights and obligations under this Agreement. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a Bank party hereto and, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Bank hereunder and (y) the Bank assignor thereunder shall, to the extent that rights and obligations (including any portion of any Commitment) hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights to indemnification under Section 9.3) and be released from its obligations under this Agreement arising after the date of assignment (and, in the case of an assignment covering all or the remaining portion of an assigning Bank's rights and obligations under this Ag...

Assignment; Participations. (a) BNY may assign any or all of the Obligations and may transfer therewith any or all of the Collateral therefor in accordance with the provisions of the Affiliate Loan Agreements and the transferee shall have the same rights with respect thereto as had BNY. Upon such transfer, BNY shall be released from all responsibility for the Collateral so transferred. (b) BNY may from time to time sell or otherwise grant participations in any of the Obligations in accordance with the provisions of the Affiliate Loan Agreements and the holder of any such participation shall, subject to the terms of any agreement between BNY and such holder, be entitled to the same benefits with respect to any Collateral for the Obligations in which such holder is a participant as BNY. Obligor agrees that each such holder may exercise any and all rights of banker's lien, set-off and counterclaim with respect to its participation in the Obligations as fully as though Obligor were directly indebted to such holder in the amount of such participation.

Assignment; Participations. (a) Each Lender shall have the right at any time to assign to one or more Persons (then entitled to receive payments of principal, interest and fees for the account of its lending office under this Agreement free from withholding of Federal income tax) a portion of its rights and obligations under this Agreement (including, without limitation, a portion of its Revolving Credit Commitment, the Loans owing to it and its rights and obligations as a Lender with respect to Letters of Credit) and the other Related Documents; provided, however, that (i) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register (as hereinafter defined), an Assignment and Acceptance, and (ii) after giving effect to such assignment, CIT's Revolving Credit Commitment shall be at least equal to the lesser of (1) $17,500,001 and (2) an amount equal to a majority of the aggregate amount of the Revolving Credit Commitments. The Borrower shall pay any and all costs and fees that are paid to induce any assignee (other than CIT) under an Assignment and Acceptance to execute such Assignment and Acceptance. Such payment may be charged, at the Agent's sole option, to any account of the Borrowers maintained by the Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (A) the assignee thereunder shall be a party hereto and to the other Related Documents and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations (including, without limitation, the obligation to participate in Letters of Credit) of a Lender hereunder and thereunder and (B) the assignor shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement. This Sixth Amendment shall become effective only upon satisfaction in full of the following conditions precedent (the first date upon which all such conditions have been satisfied being herein called the "Effective Date"): 2.1 The Agent shall have received a counterpart of this Sixth Amendment which bears the signature of the Borrower. 2.2 All legal matters incident to this Sixth Amendment shall be satisfactory to the Agent and its counsel. 2.3 The Borrower shall have paid all accrued and unpai...