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, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments): (i) to any Person meeting the criteria of clause (a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Lead Borrower and Administrative Agent, and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and Lead Borrower (such consent not be unreasonably withheld or delayed); provided, that (A) no consent of Lead Borrower shall be required if a Specified Event of Default has occurred and is continuing, (B) Lead Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within ten (10) Business Days after having received notice thereof, and (C) 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 Lead Borrower and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign, assign or transfer all or a portion of its rights and obligations under this Agreement, including, without limitation, 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 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 (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Lead Borrower and Administrative Agent, ”; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee with Assignee” and consented to by each of the consent of Borrower and the Administrative Agent and Lead Borrower (each such consent not to be (x) unreasonably withheld withheld, delayed or delayedconditioned and (y) in the case of the Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided, provided that (A) no consent of Lead Borrower shall be required if a Specified Event of Default has occurred and is continuing, (B) Lead the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof, and (CB) 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) $1,000,000 (or such lesser amount as may be agreed to by Lead Borrower and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term the Loans, (2) such lesser amount as agreed to by the Borrower and the Administrative Agent, (3) the aggregate amount of the Commitments or Loans of the assigning Lender or (4) the amount assigned by an assigning Lender to an Affiliate or Related Fund of such Lender.

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, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments): (i) to any Person meeting the criteria of clause (a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Lead Borrower and Administrative Agent, and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and Lead Borrower (such consent not be unreasonably withheld or delayed); provided, that (A) no consent of Lead Borrower shall be required if a Specified Event of Default has occurred and is continuing, (B) Lead Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof, and (C) 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 Lead Borrower and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign, assign or transfer all or a portion of its rights and obligations under this Agreement, including, without limitation, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, provided 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): (i1) to any Person meeting the criteria of clause (a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Lead the Borrower and the Administrative Agent, ; and (ii2) to any Person otherwise constituting an meeting the criteria of clause (b) of the definition of the term “Eligible Assignee Assignee” upon giving of notice to the Borrower and the Administrative Agent, and to any other Person with the consent of the Borrower and the Administrative Agent and Lead Borrower (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided, provided that (A) no consent of Lead Borrower shall be required if a Specified Event of Default has occurred and is continuing, (B) Lead the Borrower shall be deemed to have consented to any such assignment unless it shall object have objected thereto by written notice to Administrative Agent within ten (10) 10 Business Days after having received notice thereof, thereof and (CB) each such assignment pursuant to this Section 10.06(c)(ii11.6(c)(2) shall be in an aggregate amount of not less than the lesser of (x) $1,000,000 2,500,000, (or y) such lesser amount as may be agreed to by Lead the Borrower and Administrative Agent or as shall constitute (z) the aggregate amount of the Term Loan Loans and any related Commitments of the assigning Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign, assign or transfer all or a portion of its rights and obligations under this AgreementAgreement to one or more Persons which are Eligible Assignees at the time of such sale, includingassignment or transfer, without limitation, including all or a portion of its Commitment or Commitment, Loans owing to it or other Obligations (provided, provided that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments): (iCommitment) to any Person meeting the criteria of clause (a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Lead Borrower and Administrative Agent, and (ii) to any Person otherwise constituting an Eligible Assignee with the prior written consent of Administrative Agent and Lead Borrower (such consent not to be unreasonably withheld or delayed); provided) of: (i) the Borrower, provided that (Ax) no consent of Lead the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender or, only with respect to an assignment of Loans made after the Closing Date, an Approved Fund or, if a Specified an Event of Default under Sections 7.1, 7.6, 7.7 or 7.9 has occurred and is continuing, any other assignee and (By) Lead the Borrower shall be deemed to have consented to any such sale, assignment or transfer unless it shall object thereto by written notice to the Administrative Agent within ten (10) five Business Days after having received notice thereof; and (ii) the Administrative Agent, and (C) unless a Loan is being assigned to an existing Lender, an Affiliate thereof or, only with respect to an assignment of Loans made after the Closing Date, an Approved Fund. provided, further, that each such partial assignment pursuant to this Section 10.06(c)(ii) 8.1A shall be in an aggregate amount of not less than $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Lead the Borrower (unless an Event of Default has occurred and is continuing) and the Administrative Agent or as shall constitute the aggregate amount of the Term Loan Commitment and Loans of the assigning Lender) with respect to the assignment of Term Loans).

Right to Assign. Each Lender shall have the right at any time to sell, assign, assign or transfer all or a portion of its rights and obligations under this Agreement, including, without limitation, all or a portion of its Commitment or Loans Term Loan owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any the Term Loan and any related Commitments): (i) to any Person meeting the criteria of clause (a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Lead Borrower Administrative Agent and Administrative Agent, the Borrower; and (ii) to any Person otherwise constituting an meeting the criteria of clause (b) or clause (c) of the definition of the term “Eligible Assignee Assignee” with the consent of Administrative Agent; provided, each such assignment pursuant to this Section 10.6(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 Borrower and Administrative Agent and Lead or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of the Term Loan; provided, further, that the consent of Borrower (such consent not to be unreasonably withheld withheld, conditioned or delayed)) shall be required for any assignment pursuant to this Section 10.6(c)(ii) unless an Event of Default shall have occurred and be continuing at the time of any such assignment; provided, further, that (A) no consent of Lead Borrower shall be required if a Specified Event of Default has occurred and is continuing, (B) Lead Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within ten (10) Business Days after having received notice thereof, and (C) 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 Lead Borrower and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign, assign or transfer all or a portion of its rights and obligations under this Agreement, including, without limitation, 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 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 (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Lead Borrower and Administrative Agent, ; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term “Eligible Assignee Assignee” with the consent (except in the case of assignments of Loans made by or to the Arrangers) of Administrative Agent and Lead Borrower (such consent not to be unreasonably withheld or delayed); ) provided, further, that (A) no consent of Lead Borrower shall be required if a Specified Event of Default has occurred and is continuing, (B) Lead Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within ten (10) Business Days after having received notice thereof, and (C) each such assignment pursuant to this Section 10.06(c)(ii10.6(c)(ii) shall be in an aggregate amount of not less than (w) $1,000,000 1,000,000, (or x) such lesser amount as may be agreed to by Lead Borrower (so long as no Event of Default has occurred that is then continuing) and Administrative Agent or as shall constitute Agent, (y) the aggregate amount of the Term Loan Loans of the assigning Lender or (z) the amount assigned by an assigning Lender to (1) an Affiliate or Related Fund of such Lender or (2) another Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign, assign or transfer all or a portion of its rights and obligations under this Agreement, including, without limitation, 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 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): ) to (A) any Person meeting the criteria of clauses (i), (ii) and (iii) of the definition of the term “Eligible Assignee” upon the giving of notice to Borrower and Administrative Agent and (B) to any Person meeting the criteria of clause (aiv) of the definition of the term of “Eligible Assignee” upon and consented to by each of the giving of notice to Lead Borrower and Administrative Agent, and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and Lead Borrower (each such consent not to be (x) unreasonably withheld withheld, delayed or delayed); providedconditioned and (y) in case of the Borrower, that (A) no consent of Lead Borrower shall be required if a Specified at any time an Event of Default has shall have occurred and is be continuing, (B) Lead ); provided that the Borrower shall be deemed to have consented consent to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received receiving notice thereof, and (C) each such . Any assignment pursuant to in violation of this Section 10.06(c)(ii10.6(c) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by Lead Borrower null and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loansvoid.

Right to Assign. Each Lender shall have the right at any time to sell, assign, assign or transfer all or a portion of its rights and obligations under this Agreement, including, without limitation, including all or a portion of its Commitment or Loans owing to it or other Obligations (provided, provided that 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): ) to (A) any Person meeting the criteria of clauses (i), (ii) and (iii) of the definition of the term “Eligible Assignee” upon the giving of notice to the Borrower and the Administrative Agent and (B) to any Person meeting the criteria of clause (aiv) of the definition of the term of “Eligible Assignee” upon and consented to by each of the giving of notice to Lead Borrower and Administrative Agent, and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and Lead Borrower (each such consent not to be (x) unreasonably withheld withheld, delayed or delayed); providedconditioned and (y) in the case of the Borrower, that (A) no consent of Lead Borrower shall be not required if a Specified at any time an Event of Default has shall have occurred and is be continuing, (B) Lead ); provided that the Borrower shall be deemed to have consented consent to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received receiving notice thereof, and (C) each such . Any assignment pursuant to in violation of this Section 10.06(c)(ii10.6(c) shall be in an aggregate amount of not less than $1,000,000 (or such lesser amount as may be agreed to by Lead Borrower null and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loansvoid.

Right to Assign. Each Lender shall have the right at any time to sell, assign, assign or transfer all or a portion of its rights and obligations under this Agreement, including, without limitation, 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 such assignment shall be of a uniform, uniform and not varying, 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 (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Lead Borrower and Administrative Agent, ; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee with the consent Assignee” upon giving of notice to Borrower and Administrative Agent and, except in the case of assignments made by or to GSCP, consented to by each of Borrower and Lead Borrower Administrative Agent (such consent not to be (x) unreasonably withheld or delayeddelayed or, (y) in the case of Borrower, required at any time an Event of Default shall have occurred and then be continuing); provided, that (A) no consent of Lead Borrower shall be required if a Specified Event of Default has occurred and is continuing, (B) Lead Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within ten (10) Business Days after having received notice thereof, and (C) 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 2,500,000 (or such lesser amount as may be agreed to by Lead Borrower and Administrative Agent or as shall constitute the aggregate amount of the Term Loan Loans, Revolving Commitments and Revolving Loans of the respective assigning Lender) with respect to the assignment of Term Loans).

Right to Assign. Each Lender shall have the right at any time to sell, assign, assign or transfer all or a portion of its rights and obligations under this AgreementAgreement to one or more Persons which are Eligible Assignees at the time of such sale, includingassignment or transfer, without limitation, including all or a portion of its Commitment or Commitment, Loans owing to it it, interests and/or obligations in respect of Letters of Credit or other Obligations (provided, provided that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments):Commitment) with the prior written consent (such consent not to be unreasonably withheld) of: (i) to any Person meeting the criteria of clause (a) of the definition of the term of “Eligible Assignee” upon the giving of notice to Lead Borrower and Administrative AgentBorrower, and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and Lead Borrower (such consent not be unreasonably withheld or delayed); provided, provided that (Ax) no consent of Lead the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if a Specified an Event of Default has occurred and is continuing, any other assignee and (By) Lead the Borrower shall be deemed to have consented to any such sale, assignment or transfer unless it shall object thereto by written notice to the Administrative Agent within ten (10) five Business Days after having received notice thereof, and ; (Cii) the Administrative Agent; and (iii) each Fronted LC Issuing Bank; provided, further, that each such partial assignment pursuant to this Section 10.06(c)(ii) 8.1A shall be in an aggregate amount of not less than $1,000,000 5,000,000 (or such lesser amount as may be agreed to by Lead the Borrower (unless an Event of Default has occurred and is continuing) and the Administrative Agent or as shall constitute the aggregate amount of the Term Loan Commitment, Loans and interests in Letters of Credit of the assigning Lender) with respect to the assignment of Term Loans).

Right to Assign. Each Lender shall have the right at any time to sell, assign, assign or transfer all or a portion of its rights and obligations under this Agreement, including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments): (i) to any Person meeting the criteria of clause (ai)(a) or clause (ii)(a) of the definition of the term of “Eligible Assignee” upon (provided that such Lender shall provide prompt notice of such assignment to the giving of notice to Lead Borrower and Administrative Agent, Agent (who will promptly notify Company in accordance with Section 10.06(e))); and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative Agent and Lead Borrower (such consent not be unreasonably withheld or delayed); providedand, that (A) no consent of Lead Borrower shall be required if unless a Specified Event of Default has occurred and is continuing, Company (B) Lead Borrower such consent of Company not to be unreasonably withheld or delayed, and which consent shall be deemed granted if Company fails to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent respond within ten (10) Business Days after having received notice thereofof a request for approval); provided, and (C) each such assignment pursuant to this Section 10.06(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 Lead Borrower Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $5,000,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loan Loans or New Term Loans of a particular tranche of the assigning Lender) with respect to the assignment of Term Loans.

Right to Assign. Each Lender shall have the right at any time to sell, assign, assign or transfer all or a portion of its rights and obligations under this Agreement, including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligations Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related CommitmentsLoan): (i) to any Person meeting the criteria of clause (ai) of the definition of the term of “"Eligible Assignee” " upon the giving of notice to Lead Borrower Company and Administrative Agent, ; and (ii) to any Person otherwise constituting an meeting the criteria of clause (ii) of the definition of the term "Eligible Assignee with the Assignee" and consented to by each of Company and Administrative Agent; provided that (x) no consent of Administrative Agent Company shall be required at any time a Default or Event of Default shall have occurred and Lead Borrower then be continuing or during the syndication of the Loans and Commitments hereunder and (y) no such consent not shall be unreasonably withheld or delayeddelayed (it being understood that failure by Company to respond within three Business Days of such request shall be deemed to be consent); provided, that (A) no consent of Lead Borrower shall be required if a Specified Event of Default has occurred and is continuingfurther, (B) Lead Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to Administrative Agent within ten (10) Business Days after having received notice thereof, and (C) 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 Lead Borrower Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender) with respect to the assignment of Term Loans).