Common use of Successors and Assigns Assignability Participations Clause in Contracts

Successors and Assigns Assignability Participations. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; all covenants, promises and agreements by or on behalf of any parties hereto that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. The Seller may not assign or transfer any of its rights or obligations hereunder without the written consent of the Administrator, the LC Bank and the Required LC Participants. Each of the LC Participants, with the prior written consent of the Administrator, the LC Bank and of the Seller (such consent not to be unreasonably withheld), may assign any of its interests, rights and obligations hereunder to an Eligible Assignee; provided, that (i) the Commitment amount to be assigned by any such LC Participant hereunder shall not be less than $5,000,000 and (ii) prior to the effective date of any such assignment, the assignee and assignor shall have executed and delivered to the Administrator and the LC Bank an assignment and acceptance agreement in form and substance satisfactory to the Administrator and the LC Bank. Upon the effectiveness of any such permitted assignment, (i) the assignee thereunder shall, to the extent of the interests assigned to it, be entitled to the interests, rights and obligations of an LC Participant under this Agreement and (ii) the assigning LC Participant shall, to the extent of the interest assigned, be released from any further obligations under this Agreement. (b) Notwithstanding anything contained in paragraph (a) of this Section 5.3, each of the LC Bank and each LC Participant may sell participations in all or any part of any Funded Purchase or Funded Purchases made by such LC Participant to another bank or other entity so long as (A) no such grant of a participation shall, without the consent of the Seller, require the Seller to file a registration statement with the Securities and Exchange Commission and (B) no holder of any such participation shall be entitled to require such LC Participant to take or omit to take any action hereunder except that such LC Participant may agree with such participant that, without such participant's consent, such LC Participant will not consent to an amendment, modification or waiver referred to in clauses (i) through (vi) of Section 5.1. Any such participant shall not have any rights hereunder or under the Transaction Documents except that such participant shall have rights under Sections 1.7, 1.8 and 1.9 hereunder as if it were an LC Participant; provided that no such participant shall be entitled to receive any payment pursuant to such sections which is greater in amount than the payment which the transferor LC Participant would have otherwise been entitled to receive in respect of the participation interest so sold. (c) This Agreement and the Issuer's rights and obligations herein (including ownership of the Purchased Interest or an interest therein) shall be assignable, in whole or in part, by the Issuer and its successors and assigns with the prior written consent of the Seller; provided, however, that such consent shall not be unreasonably withheld; and provided further, that no such consent shall be required if the assignment is made to PNC, any Affiliate of PNC (other than a director or officer of PNC), any Liquidity Bank or other Program Support Provider or any Person that is: (i) in the business of issuing Notes and (ii) associated with or administered by PNC or any Affiliate of PNC. Each assignor may, in connection with the assignment, disclose to the applicable assignee (that shall have agreed to be bound by Section 5.6) any information relating to the Servicer, the Seller or the Pool Receivables furnished to such assignor by or on behalf of the Servicer, the Seller, the Issuer or the Administrator. The Administrator shall give prior written notice of any assignment of the Issuer's rights and obligations (including ownership of the Purchased Interest to any Person other than a Program Support Provider). (d) The Issuer may at any time grant to one or more banks or other institutions (each a "Liquidity Bank") party to the Liquidity Agreement, or to any other Program Support Provider, participating interests in the Purchased Interest. In the event of any such grant by the Issuer of a participating interest to a Liquidity Bank or other Program Support Provider, the Issuer shall remain responsible for the performance of its obligations hereunder. The Seller agrees that each Liquidity Bank or other Program Support Provider shall be entitled to the benefits of Sections 1.7 and 1.8. (e) This Agreement and the rights and obligations of the Administrator hereunder shall be assignable, in whole or in part, by the Administrator and its successors and assigns; provided, that unless: (i) such assignment is to an Affiliate of PNC, (ii) it becomes unlawful for PNC to serve as the Administrator or (iii) a Termination Event exists, the Seller has consented to such assignment, which consent shall not be unreasonably withheld. (f) Except as provided in Section 4.1 (d), none of the Seller, Peabody or the Servicer may assign its rights or delegate its obligations hereunder or any interest herein without the prior written consent of the Administrator. (g) Without limiting any other rights that may be available under applicable law, the rights of the Issuer and each Liquidity Bank may be enforced through it or by its agents.

Successors and Assigns Assignability Participations. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; all covenants, promises and agreements by or on behalf of any parties hereto that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. The Seller may not assign or transfer any of its rights or obligations hereunder without the written consent of the Administrator, the LC Bank and the Required LC Participants. Each of the LC Participants, with the prior written consent of the Administrator, the LC Bank and of the Seller (such consent not to be unreasonably withheld), may assign any of its interests, rights and obligations hereunder to an Eligible Assignee; provided, that (i) the Commitment amount to be assigned by any such LC Participant hereunder shall not be less than $5,000,000 and (ii) prior to the effective date of any such assignment, the assignee and assignor shall have executed and delivered to the Administrator and the LC Bank an assignment and acceptance agreement in form and substance satisfactory to the Administrator and the LC Bank. Upon the effectiveness of any such permitted assignment, (i) the assignee thereunder shall, to the extent of the interests assigned to it, be entitled to the interests, rights and obligations of an LC Participant under this Agreement and (ii) the assigning LC Participant shall, to the extent of the interest assigned, be released from any further obligations under this Agreement. (b) Notwithstanding anything contained in paragraph clause (a) of this Section 5.3, each of the LC Bank and each LC Participant may sell participations in all or any part of any Funded Purchase or Funded Purchases Investment made by such LC Participant to another bank or other entity so long as (A) no such grant of a participation shall, without the consent of the Seller, require the Seller to file a registration statement with the Securities and Exchange Commission and (B) no holder of any such participation shall be entitled to require such LC Participant to take or omit to take any action hereunder except that such LC Participant may agree with such participant that, without such participant's ’s consent, such LC Participant will not consent to an amendment, modification or waiver referred to in clauses (i) through (vi) of Section 5.1. Any such participant shall not have any rights hereunder or under the Transaction Documents except that such participant shall have rights under Sections 1.71.9, 1.8 1.10 and 1.9 1.11 hereunder as if it were an LC Participant; provided that no such participant shall be entitled to receive any payment pursuant to such sections which is greater in amount than the payment which the transferor LC Participant would have otherwise been entitled to receive in respect of the participation interest so sold. (c) This Agreement and the Issuer's ’s rights and obligations herein (including ownership of the Purchased Interest Assets or an interest therein) shall be assignable, in whole or in part, by the Issuer and its successors and assigns with the prior written consent of the Seller; provided, however, that such consent shall not be unreasonably withheld; and provided further, that no such consent shall be required if the assignment is made to PNC, any Affiliate of PNC (other than a director or officer of PNC), any Liquidity Bank or other Program Support Provider or any Person that is: (i) in the business of issuing Notes and (ii) associated with or administered by PNC or any Affiliate of PNC. Each assignor may, in connection with the assignment, disclose to the applicable assignee (that shall have agreed to be bound by Section 5.6) any information relating to the Servicer, the Seller or the Pool Receivables furnished to such assignor by or on behalf of the Servicer, the Seller, the Issuer or the Administrator. The Administrator shall give prior written notice of any assignment of the Issuer's ’s rights and obligations (including ownership of the Purchased Interest Assets to any Person other than a Program Support Provider). (d) The Issuer may at any time grant to one or more banks or other institutions (each a "“Liquidity Bank"”) party to the Liquidity Agreement, or to any other Program Support Provider, participating interests in the Purchased InterestAssets. In the event of any such grant by the Issuer of a participating interest to a Liquidity Bank or other Program Support Provider, the Issuer shall remain responsible for the performance of its obligations hereunder. The Seller agrees that each Liquidity Bank or other Program Support Provider shall be entitled to the benefits of Sections 1.7 1.9 and 1.81.10. (e) This Agreement and the rights and obligations of the Administrator hereunder shall be assignable, in whole or in part, by the Administrator and its successors and assigns; provided, that unless: (i) such assignment is to an Affiliate of PNC, (ii) it becomes unlawful for PNC to serve as the Administrator or (iii) a Termination Event exists, the Seller has consented to such assignment, which consent shall not be unreasonably withheld. (f) Except as provided in Section 4.1 (d4.1(d), none of the Seller, Peabody or the Servicer may assign its rights or delegate its obligations hereunder or any interest herein without the prior written consent of the Administrator. (g) Without limiting any other rights that may be available under applicable law, the rights of the Issuer and each Liquidity Bank may be enforced through it or by its agents.

Successors and Assigns Assignability Participations. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; all covenants, promises and agreements by or on behalf of any parties hereto that are contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. The Except as otherwise provided herein, none of Strategic Energy, the Seller or the Servicer may not assign or transfer any of its rights or obligations or delegate any of its duties hereunder or under any Transaction Document without the prior written consent of the Administrator, the LC Bank Bank, the Majority Purchaser Agents and the Required LC Participants. Each of the LC Participants, with the prior written consent of the Administrator, the LC Bank and, so long as no Termination Event has occurred and of is continuing, the Seller (such consent not to be unreasonably withheld, conditioned or delayed), may assign any of its interests, rights and obligations hereunder to an Eligible Assignee; provided, that (i) the Commitment amount to be assigned by any such LC Participant hereunder shall not be less than $5,000,000 and (ii) prior to the effective date of any such assignment, the assignee and assignor shall have executed and delivered to the Administrator and the LC Bank an assignment and acceptance agreement in form and substance satisfactory to the Administrator and the LC Bank. Upon the effectiveness of any such permitted assignment, (i) the assignee thereunder shall, to the extent of the interests assigned to it, be entitled to the interests, rights and obligations of an LC Participant under this Agreement and (ii) the assigning LC Participant shall, to the extent of the interest assigned, be released from any further obligations under this Agreement. (b) Notwithstanding anything contained in paragraph (a) of this Section 5.36.3, each of the LC Bank and each LC Participant may sell participations in all or any part of any Funded Purchase or Funded Purchases made by such LC Participant it to another bank or other entity so long as (Ai) no such grant of a participation shall, without the consent of the Seller, require the Seller to file a registration statement with the Securities and Exchange Commission and (Bii) no holder of any such participation shall be entitled to require such LC Participant to take or omit to take any action hereunder except that such LC Participant it may agree with such participant that, without such participant's ’s consent, such LC Participant it will not consent to an amendment, modification or waiver referred with respect to (A) the reduction of any Capital, Discount or fee, (B) any extension the Facility Termination Date, (C) any increase in clauses the Purchase Limit or the Commitment related to such participant, (iD) through any reserve requirements hereunder, (viE) Section 1.4 hereof, (F) any issuance terms with respect to Letters of Section 5.1Credit or (G) the release of any collateral secured by this Agreement or any other Transaction Document. Any such participant shall not have any rights hereunder or under the Transaction Documents except that such participant shall have rights under Sections 1.7, 1.7 and 1.8 (as limited by Section 6.3(i)) and 1.9 hereunder as if it were an LC Participant; provided that no such participant shall be entitled to receive any payment pursuant to such sections which is greater in amount than the payment which the transferor assigning LC Participant would have otherwise been entitled to receive in respect of the participation interest so sold. (c) This Agreement and the Issuer's any Conduit Purchaser’s rights and obligations herein (including ownership of the Purchased Interest or an interest therein) shall be assignable, in whole or in part, by the Issuer any Conduit Purchaser and its successors and assigns with the prior written consent of the Administrator and the Seller; provided, however, that such consent by the Seller and the Administrator shall not be unreasonably withheld; and provided further, that no such consent by the Seller shall be required if the assignment is made during the continuance of a Termination Event or to PNC, any Affiliate of PNC (other than a director or officer of PNC), any Liquidity Bank Purchaser or other Program Support Provider or any Person that is: (i) in the business of issuing Notes and (ii) associated with or administered by PNC or any Affiliate of PNC. Each assignor may, in connection with the assignment, disclose to the applicable assignee (that shall have agreed to be bound by Section 5.6) any information relating to the Servicer, the Seller or the Pool Receivables furnished to such assignor by or on behalf of the Servicer, the Seller, the Issuer any Conduit Purchaser or the Administrator. The Administrator Any Conduit Purchaser shall give prior written notice of any assignment of the Issuer's such Conduit Purchaser’s rights and obligations (including ownership of the Purchased Interest to any Person other than a Program Support Provider). (d) The Issuer Any Conduit Purchaser may at any time grant to one or more banks or other institutions (each a "Liquidity Bank") Providers party to the Liquidity Agreement, or to any other Program Support Provider, participating interests in the Purchased Interest. In the event of any such grant by the Issuer a Conduit Purchaser of a participating interest to a Liquidity Bank Provider or other Program Support Provider, the Issuer such Conduit Purchaser shall remain responsible for the performance of its obligations hereunder. The Subject to the limitations set forth in Section 6.3(i), the Seller agrees that each Liquidity Bank Provider or other Program Support Provider shall be entitled to the benefits of Sections 1.7 and 1.8. (e) This Agreement and the rights and obligations of the Administrator Administrator, the LC Bank, each LC Participant and the Purchaser Agents hereunder shall be assignable, in whole or in part, by the Administrator Administrator, the LC Bank, each LC Participant and its the Purchaser Agents, as the case may be, and their respective successors and assigns, with the consent of the Seller; provided, however, that unless: (i) such assignment is to an Affiliate of PNC, (ii) it becomes unlawful for PNC to serve as the Administrator or (iii) a Termination Event exists, the Seller has consented to such assignment, which Seller’s consent shall not be unreasonably withheldrequired if a Termination Event has occurred and is continuing at the time of such assignment. (f) Except as provided in Section 4.1 (d4.1(d), none of the Seller, Peabody Strategic Energy or the Servicer may assign its rights or delegate its obligations hereunder or any interest herein without the prior written consent of the Administrator. (g) Without limiting any other rights that may be available under applicable law, rule or regulation, the rights of the Issuer any Purchaser and each Liquidity Bank Program Support Provider may be enforced through it or by its agentsPurchaser Agent or, in the case of a Program Support Provider, the Purchaser Agent of the related Purchaser. (h) If required by the Administrator or any Purchaser Agent or to maintain the ratings of any Conduit Purchaser, each Assumption Agreement or other assignment and acceptance agreement must be accompanied by an opinion of counsel of the assignee as to such matters as the Administrator or such Purchaser Agent may reasonably request. (i) Notwithstanding anything herein to the contrary, no Affected Person may assign, transfer or otherwise dispose of any or all of its rights or obligations to any person that is not a U.S. person within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, without the consent of Seller (such consent not to be unreasonably withheld). In the event that any such assignment, transfer or other disposition is made without the Seller’s consent, such assignee, transferee or successor shall not be entitled to any additional amounts for any taxes, as set forth in Section 1.8, from Seller.