Common use of Assignments; Participations Clause in Contracts

Assignments; Participations. Each Lender may, with the prior written consent of Administrative Agent, Swing Line Lender, Issuing Bank and Lead Borrower, which consents shall not be unreasonably withheld, conditioned or delayed (which consent of Lead Borrower shall not be required (i) at any time a Default or Event of Default exists or has occurred and is continuing or (ii) in connection with an assignment to a Person that is a Lender, an Affiliate (other than individuals) of a Lender or an Approved Fund so long as no Default or Event of Default exists at the time of such assignment), assign all or, if less than all, (A) with respect to assignments of the Tranche A Revolving Loans, a portion equal to at least $5,000,000 in the aggregate for the assigning Tranche A Lender, (B) with respect to assignments of the Tranche A-1 Revolving Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-1 Lender and (C) with respect to assignments of the Tranche A-2 Term Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-2 Lender, of such rights and obligations under this Agreement to one or more Eligible Transferees (but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (i) such transfer or assignment will not be effective until recorded by Administrative Agent on the Register and (ii) Administrative Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000.

Assignments; Participations. Each Lender may, with the prior written consent may make assignments of Administrative Agent, Swing Line Lender, Issuing Bank and Lead Borrower, which consents shall not be unreasonably withheld, conditioned or delayed (which consent of Lead Borrower shall not be required (i) at any time a Default or Event of Default exists or has occurred and is continuing or (ii) in connection with an assignment to a Person that is a Lender, an Affiliate (other than individuals) of a Lender or an Approved Fund so long as no Default or Event of Default exists at the time of such assignment), assign all or, if less than all, (A) with respect to assignments of the Tranche A Revolving Loans, a portion equal to at least $5,000,000 in the aggregate for the assigning Tranche A Lender, Lender (B) with respect to assignments of unless the Tranche A-1 Revolving Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-1 Lender Administrative Borrower and (C) with respect to assignments of the Tranche A-2 Term Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-2 LenderAgent otherwise consent), of such rights and obligations under this Agreement to one other financial institutions or more Eligible Transferees (but other Persons in each case approved in writing by Agent, Swing Line Lender and Issuing Bank and, so long as no Event of Default shall exist or have occurred and be continuing, Administrative Borrower, which approval shall not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptancebe unreasonably withheld or delayed; provided, that, (i) the approval of Administrative Borrower shall not be required in connection with assignments to another Lender, to any Affiliate of a Lender (except for assignments to any Affiliate of a Lender in connection with or in contemplation of the sale or other disposition of such Affiliate) or to any Approved Fund, or with respect to any assignment in the form of a participation, (ii) the approval of Agent shall not be required for an assignment to a Lender or any Affiliate of any Lender; (iii) such transfer or assignment will not be effective until recorded by Administrative Agent on the Register and (iiiv) Administrative Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000. Upon the receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee in accordance with this Section 15.7, the processing fee referred to in this Section 15.7(a) and any written approval of such assignment by Agent and Administrative Borrower required by Section 15.7, Agent shall accept such Assignment and Acceptance, record the information contained therein in the Register in accordance with Section 6.4(a) and give prompt notice of such assignment and recordation to the Administrative Borrower.

Assignments; Participations. (a) Each Lender may, with the prior written consent of Administrative Agent, Swing Line Lender, Issuing Bank and Lead Borrower, which consents shall not be unreasonably withheld, conditioned or delayed (which consent of Lead Borrower shall not be required (i) at any time a Default or Event of Default exists or has occurred and is continuing or (ii) in connection with an assignment to a Person that is a Lender, an Affiliate (other than individuals) of a Lender or an Approved Fund so long as no Default or Event of Default exists at the time of such assignment), assign all or, if less than all, (A) with respect to assignments of the Tranche A Revolving Loans, a portion equal to at least $5,000,000 in the aggregate for the assigning Tranche A Lender, (B) with respect to assignments of the Tranche A-1 Revolving Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-1 Lender and (C) with respect to assignments of the Tranche A-2 Term Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-2 Lender, of such rights and obligations under this Agreement to one or more Eligible Transferees (but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (i) such transfer or assignment will not be effective until unless (i) such transfer or assignment has been recorded by Administrative Agent on the Register and (as defined below), (ii) Administrative Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,0003,500 and (iii)(x) an Event of Default or any of the defaults set forth under Sections 10.1(a)(i), 10.1(a)(ii) caused by failure to comply with Sections 9.3, 10.1(g) and 10.1(i), without giving effect to the applicable grace periods set forth therein, shall be continuing or (y) after giving effect to such transfer or assignment, DDJ Lenders shall, in the aggregate, hold at least 50.1% (or such lesser percentage as agreed to by the Administrative Borrower in its reasonable discretion) of the outstanding aggregate principal amount of the Term Loan. (b) Agent shall maintain a register of the names and addresses of Lenders, their Commitments and the principal amount (and stated interest) of the Term Loan (the “Register”). Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and any Borrowers, Guarantors, Agent and Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and to the other Financing Agreements 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 of a Lender hereunder and thereunder and the assigning Lender 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. (d) By execution and delivery of an Assignment and Acceptance, the assignor and assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Financing Agreements or the execution, legality, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Financing Agreements furnished pursuant hereto, (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower, Guarantor or any of their Subsidiaries or the performance or observance by any Borrower or Guarantor of any of the Obligations; (iii) such assignee confirms that it has received a copy of this Agreement and the other Financing Agreements, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such assignee will, independently and without reliance upon the assigning Lender, Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Financing Agreements, (v) such assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Financing Agreements as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Financing Agreements are required to be performed by it as a Lender. Agent and Lenders may furnish any information concerning any Borrower or Guarantor in the possession of Agent or any Lender from time to time to assignees and Participants. (e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement and the other Financing Agreements; provided, that, (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment hereunder) and the other Financing Agreements shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and Borrowers, Guarantors, the other Lenders and Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Financing Agreements, and (iii) the Participant shall not have any rights under this Agreement or any of the other Financing Agreements (the Participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by any Borrower or Guarantor hereunder shall be determined as if such Lender had not sold such participation. (f) Nothing in this Agreement shall prevent or prohibit any Lender from pledging its portion of the Term Loan hereunder to a Federal Reserve Bank or another lender in support of borrowings made by such Lenders from such Federal Reserve Bank or another lender; provided, that, no such pledge shall release such Lender from any of its obligations hereunder or substitute any such pledgee for such Lender as a party hereto. (g) Borrowers and Guarantors shall assist Agent or any Lender permitted to sell assignments or participations under this Section 13.7 in whatever manner reasonably necessary in order to enable or effect any such assignment or participation, including (but not limited to) the execution and delivery of any and all agreements, notes and other documents and instruments as shall be requested and the delivery of informational materials, appraisals or other documents for, and the participation of relevant management in meetings and conference calls with, potential Lenders or Participants. Borrowers shall certify the correctness, completeness and accuracy, in all material respects, of all descriptions of Borrowers and Guarantors and their affairs provided, prepared or reviewed by any Borrower or Guarantor that are contained in any selling materials and all other information provided by it and included in such materials.

Assignments; Participations. (a) Each Lender may, with the prior written consent of Administrative Agent, Swing Line Lender, Issuing Bank and Lead Borrower, which consents shall not be unreasonably withheld, conditioned or delayed (which consent of Lead Borrower shall not be required (i) at any time a Default or Event of Default exists or has occurred and is continuing or (ii) in connection with an assignment to a Person that is a Lender, an Affiliate (other than individuals) of a Lender or an Approved Fund so long as no Default or Event of Default exists at the time of such assignment), assign all or, if less than all, (A) with respect to assignments of the Tranche A Revolving Loans, a portion equal to at least $5,000,000 in the aggregate for the assigning Tranche A Lender, and (B) with respect to assignments of the Tranche A-1 Revolving Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-1 Lender and (C) with respect to assignments of the Tranche A-2 Term Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-2 Lender, of such rights and obligations under this Agreement to one or more Eligible Transferees (but not including for this purpose any assignments in the form of a participation), each of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (i) such transfer or assignment will not be effective until recorded by Administrative Agent on the Register and (ii) Administrative Agent shall have received for its sole account payment of a processing fee from the assigning Lender or the assignee in the amount of $5,000. (b) Administrative Agent shall maintain a register of the names and addresses of Lenders, their Commitments and the principal amount of their Loans (the “Register”). Administrative Agent shall also maintain a copy of each Assignment and Acceptance delivered to and accepted by it and shall modify the Register to give effect to each Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and any Borrowers, Guarantors, Administrative Agent and Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Lead Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.

Assignments; Participations. Each Lender may(a) Any of the Lenders (an “Assignor”) may assign, with in whole or in part, such Lender’s Commitment to any other Person (whether or not a Lender) (an “Assignee”), provided, if prior to the occurrence of an Event of Default, the Assignor has the prior written consent of Administrative Agent, Swing Line Lender, Issuing Bank and Lead the Borrower, which consents shall such consent not to be unreasonably withheld, conditioned or delayed (which consent of Lead Borrower withheld and provided there shall not be required (i) no more than three Lenders at any one time a Default or prior to an Event of Default exists or has occurred and is continuing or Default. (iib) in connection with an Any assignment to a Person that is a Lender, an Affiliate (other than individualscontemplated by Clause 13.2(a) of a Lender or an Approved Fund so long as no Default or Event of Default exists at the time of such assignment), assign all or, if less than all, (A) with respect to assignments of the Tranche A Revolving Loans, a portion equal to at least $5,000,000 in the aggregate for the assigning Tranche A Lender, (B) with respect to assignments of the Tranche A-1 Revolving Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-1 Lender and (C) with respect to assignments of the Tranche A-2 Term Loans, a portion equal to at least $1,000,000 in the aggregate for the assigning Tranche A-2 Lender, of such rights and obligations under this Agreement to one or more Eligible Transferees (but not including for this purpose any assignments hereof shall be executed in the form set forth in Exhibit P (an “Assignment and Acceptance”) hereto forming part hereof (with such amendments thereto as the Assignor, the Assignee and the Agent may agree to, from time to time, without any necessity of a participation)consent thereto from the Borrower or any Obligor) and the Assignor shall then pay to the Agent (for the Agent’s own account) an assignment fee of $3,500.00. Upon such assignment becoming effective, each of which assignees the Assignee shall become a party to this Agreement as a Lender by execution of an Assignment and Acceptance; provided, that, (i) such transfer or assignment will not be effective until recorded by Administrative Agent on the Register and (ii) Administrative Agent shall have received for its sole account payment of a processing fee benefit from the assigning Lender rights and be liable to the obligations of the Assignor proportionately to the assigned Commitment (or assigned portion of the assignee in Commitment) and, to the amount of $5,000.same extent, the Assignor shall be released from its