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 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 portion of 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 Company and Collateral Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Collateral Agent (such consent not to be unreasonably withheld and not to be required during the occurrence and continuance of an Event of Default); 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 Company and Collateral Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender), with respect to the assignment of the Term Loan.

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, including all or a portion of its Commitment or Term Loan 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 portion of the Term applicable Loan and any related Commitments): (i) to any Person meeting the criteria of clause (a), (b) or (c) of the definition of the term of “Eligible Assignee” upon consent of the giving of notice Administrative Agent (such consent not to Company and Collateral Agentbe unreasonably withheld or delayed); and (ii) to any Person otherwise constituting an meeting the criteria of clause (d) or (e) of the definition of the term of “Eligible Assignee with the Assignee” upon consent of Collateral the Administrative Agent (such consent not and the giving of notice to be unreasonably withheld and not to be required during the occurrence and continuance of an Event of Default)Borrower; provided, further that each such assignment pursuant to this Section 10.6(c)(ii10.06(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 Company the Borrower and Collateral the Administrative Agent or as shall constitute the aggregate amount of the Term Loan Loans of the assigning Lender); provided, that the Related Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with respect to the such minimum assignment of the Term Loanamounts.

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, including all or a portion of its Commitment Commitments or Term Loan Loans owing to it or other Obligations subject to the applicable provisions of Section 9.5 and this Section 10.6 (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 portion of the Term 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 Company Borrower and Collateral 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 Collateral Agent (such consent not notice to be unreasonably withheld Borrower and not to be required during the occurrence and continuance of an Event of Default)Administrative Agent; provided, that 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 Company Borrower and Collateral Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender), ) with respect to the assignment of the Term LoanLoans.

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 Term Loan 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 portion of the Term Loan and any related Commitments): (i) to any Person meeting Affiliate of such Lender and/or, in the criteria of clause (a) case of the definition of the term of “Eligible Assignee” Term Loans held by any Lender other than GS Bank and its Affiliates, any Related Fund, upon the giving of notice to Company and Collateral Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Collateral Administrative Agent (such consent not to be unreasonably withheld and not to be required during the occurrence and continuance of an and, provided, no Default or Event of Default)Default has occurred and is continuing, the Company; provided, each such assignment pursuant to this Section 10.6(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 Company and Collateral 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) $1,000,000 (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 of a particular tranche of the assigning Lender), ) with respect to the assignment of the Term LoanLoans.

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, including all or a portion of its Commitment or Term Loan 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 portion of the Term applicable Loan and any related Commitments): (i) to any Person other than Excluded Institutions (unless an Event of Default has occurred) meeting the criteria of clause (ai) of the definition of the term of “Eligible Assignee” upon the giving of notice to Company the Borrower and Collateral the Administrative Agent; and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Collateral Agent other than Excluded Institutions (such consent not to be unreasonably withheld and not to be required during the occurrence and continuance of unless an Event of Default)Default has occurred) meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” upon giving of notice to the Borrower and the Administrative Agent; provided, that further each such assignment pursuant to this Section 10.6(c)(ii10.06(b)(ii) shall be in an aggregate amount of not less than ($1,000,000 (or such lesser amount as may be agreed to by Company and Collateral the Administrative Agent or as shall constitute the aggregate amount of the Initial Term Loan or the or New Term Loans of a Series of the assigning Lender), ) with respect to the assignment of Loans; provided, that the Term LoanRelated Funds of any individual Lender may aggregate their Loans for purposes of determining compliance with such minimum assignment amounts.

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, including all or a portion of its Commitment or Term Loan 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 portion of the applicable Term Loan and any related Term Loan 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 Company Borrower and Collateral 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 Assignee” upon the consent giving of Collateral Agent (such consent not notice to be unreasonably withheld Borrower and not to be required during the occurrence and continuance of an Event of Default)Administrative Agent; provided, further 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 Company Borrower and Collateral Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender), ) with respect to the assignment of the Term LoanLoans.

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, including all or a portion of its Commitment or Term Loan 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 104 varying, percentage of all rights and obligations under and in respect of any portion of the Term 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 Company Borrower and Collateral 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 Collateral Agent (such consent not notice to be unreasonably withheld Borrower and not to be required during the occurrence and continuance of an Event of Default)Administrative Agent; provided, further 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 Company Borrower and Collateral Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender), ) with respect to the assignment of the Term LoanLoans.

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, including all or a portion of its Commitment or Term Loan Loans owing to it or other Obligations subject to Section 9.5(c) (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 portion of the Term 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 Company Borrower and Collateral 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 Collateral Agent (such consent not notice to be unreasonably withheld Borrower and not to be required during the occurrence and continuance of an Event of Default)Administrative Agent; provided, further 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 Company Borrower and Collateral Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender), ) with respect to the assignment of the Term LoanLoans.

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 Term Loan 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 portion of the Term 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 Company Borrower and Collateral 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 Collateral Agent (such consent not notice to be unreasonably withheld Borrower and not to be required during the occurrence and continuance of an Event of Default); Administrative Agent, provided, that 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 Company Borrower and Collateral Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender), ) with respect to the assignment of the Term LoanLoans.

Right to Assign. Each Lender shall have the right at any time time, after consultation with Company if no Default or Event of Default has occurred or is continuing, 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 Term Loan 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 portion of the Term 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 Company and Collateral 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 of Collateral Agent (such consent not to be unreasonably withheld and not to be required during the occurrence and continuance of an Event of Default)Assignee"; provided, further each such assignment pursuant to this Section 10.6(c)(ii11.6(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 Company and Collateral Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender), ) with respect to the assignment of the Term LoanLoans.

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 Term Loan Commitment or Term Loan Loans owing to it or other Obligations (providedprovided that, 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 portion of the Term Loan and any related Term Loan Commitments): (i) to any Person meeting the criteria of clause (ai) or clause (ii) of the definition of the term of “Eligible Assignee” upon the giving of notice to Company Parent Borrower and Collateral AgentAdministrative Agent (but only to the extent that such sale, assignment or transfer is not to an Affiliate); and (ii) to any Person otherwise constituting an Eligible Assignee with the consent of Collateral Agent (such consent not to be unreasonably withheld and not to be required during the occurrence and continuance of an Event of Default)Administrative Agent; providedprovided that, 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 Company Parent Borrower and Collateral Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender), with respect to the assignment of the Term Loan.

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 Term Loan Commitment or Term Loan Loans owing to it or other Obligations owing to it (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 portion of the Term Loan and any related Term Loan 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 Company NewPageCo and Collateral 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 Assignee” upon the consent giving of Collateral Agent (such consent not notice to be unreasonably withheld NewPageCo and not to be required during the occurrence and continuance of an Event of Default)Administrative Agent; provided, further 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 Company Administrative Agent and Collateral Agent (so long as no Event of Default Exists) NewPageCo or as shall constitute the aggregate amount of the Existing Term Loan or New Term Loan of a Series of the assigning Lender), Lender (and aggregating assignments to or by Related Funds for this purpose) with respect to the assignment of the Term LoanLoans.

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, including all or a portion of its Commitment or Term Loan 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 portion of the Term applicable Loan and any related Commitments):): 106 (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 Company Borrower and Collateral 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 Collateral Agent (such consent not notice to be unreasonably withheld Borrower and not to be required during the occurrence and continuance of an Event of Default)Administrative Agent; provided, further 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 Company Borrower and Collateral Administrative Agent or as shall constitute the aggregate amount of the Tranche A Term Loan or Tranche B Term Loan, as the case may be, of the assigning Lender), ) with respect to the assignment of the Term LoanLoans and contemporaneous assignments to or by more than one Related Fund will be treated as one assignment for this purpose.

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, including all or a portion of its Commitment or Term Loan 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 portion of the applicable Term Loan and any related Term Loan 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 Company Borrower and Collateral 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 Assignee" upon the consent giving of Collateral Agent (such consent not notice to be unreasonably withheld Borrower and not to be required during the occurrence and continuance of an Event of Default)Administrative Agent; provided, further 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 Company Borrower and Collateral Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender), ) with respect to the assignment of the Term LoanLoans.

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, including all or a portion of its Term Loan Commitment or Term Loan Loans owing to it or other Obligations subject to Section 9.5(c) (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 portion of the Term applicable Loan and any related Term Loan 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 Company Borrower and Collateral 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 Collateral Agent (such consent not notice to be unreasonably withheld Borrower and not to be required during the occurrence and continuance of an Event of Default)Administrative Agent; provided, further 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 Company Borrower and Collateral Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender), ) with respect to the assignment of the Term LoanLoans.

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 Term Loan 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, provided, further, that notwithstanding any assignment of all or a portion of its Commitment, the Term Loan Initial Lender shall remain obligated with respect to its Revolving Commitment unless and any related Commitmentsto the extent of an assignment to an Eligible Assignee made with the consent of the Borrower (such consent not to be unreasonably withheld or delayed): (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 Company Borrower and Collateral 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 Collateral Agent (such consent not notice to be unreasonably withheld Borrower and not to be required during the occurrence and continuance of an Event of Default)Administrative Agent; provided, further, 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 Company Borrower and Collateral Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender), with respect to the assignment of the Term Loan.

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 Term Loan 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, provided, further, that notwithstanding any assignment of all or a portion of its Commitment, BAMI shall remain obligated to fund the Term Loan and any related CommitmentsRevolving Loans under such Commitment in accordance with the terms hereof): (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 Company Borrower and Collateral 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 Collateral Agent (such consent not notice to be unreasonably withheld Borrower and not to be required during the occurrence and continuance of an Event of Default)Administrative Agent; provided, further, 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 Company Borrower and Collateral Administrative Agent or as shall constitute the aggregate amount of the Term Loan of the assigning Lender), with respect to the assignment of the Term Loan.

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 Term Loan Revolving 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 portion of the Term Revolving 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 Company Borrower Agent and Collateral 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 Collateral notice to Borrower Agent (such consent not to be unreasonably withheld and not to be required during the occurrence and continuance of an Event of Default); Administrative Agent, provided, that 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 Company Borrower Agent and Collateral Administrative Agent or as shall constitute the aggregate amount of the Term Revolving Loan of the assigning Lender), ) with respect to the assignment of the Term LoanRevolving Loans.

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, including all or a portion of its Commitment or Term Loan 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 portion of the Term Loan and any related Commitments): Loan) (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 Company and Collateral AgentAdministrative Agent by delivery of the fully executed Assignment Agreement; and and (ii) to any other Person otherwise constituting an Eligible Assignee with the consent consented to by each of Collateral Company and Administrative Agent (such consent not to be (x) unreasonably withheld and not to be or delayed or, (y) in the case of Company, required during the occurrence and continuance of at any time an Event of DefaultDefault shall have occurred and then be continuing); provided, further, each such assignment pursuant (other than to this Section 10.6(c)(iiany Person meeting the criteria of clause (i) of the definition of “Eligible Assignee”) shall be in an aggregate amount of not less than ($1,000,000 (or such lesser amount as may be agreed to by Company and Collateral Administrative Agent or as shall constitute the aggregate amount of the Term Loan Loans of the assigning Lender), ) with respect to the assignment of the Term LoanLoans.