Common use of Assignees and Assignment Procedures Clause in Contracts

Assignees and Assignment Procedures. Each Bank may (i) without the consent of the Agents or the Borrower if the proposed assignee is already a Bank hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank is a Subsidiary, or (ii) otherwise with the consents of the Agents and (so long as no Event of Default exists) the Borrower (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents, including all or a portion, which need not be pro rata among the Loans and the Letter of Credit Exposure, of its Commitments, the portion of the Loans and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one of the Agents; provided, however, that:

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Agent or the Borrower Company if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiary, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default exists) the Borrower Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that:

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Agent or the Borrower if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiary, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default existshas occurred and is continuing) the Borrower (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "AssigneeASSIGNEE") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; providedPROVIDED, howeverHOWEVER, that:

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Managing Agent or the Borrower Company if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiary, or (iib) otherwise with the consents of the Agents Managing Agent and (so long as no Event of Default exists) the Borrower Company (which -89- 97 consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that:

Assignees and Assignment Procedures. Each Bank Lender may (ia) ----------------------------------- without the consent of the Agents Agent or the Borrower Company if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiary, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default exists) the Borrower Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions Eligible Assignees (each, an "Assignee") -------- all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that:: -------- -------

Assignees and Assignment Procedures. Each Bank Lender may (ia) ----------------------------------- without the consent of the Agents Agent or the Borrower Company if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiary, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default exists) the Borrower Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, -------- rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that:: -------- -------

Assignees and Assignment Procedures. Each Bank may (i) without the consent of the Agents Administrative Agent or the Borrower if the proposed assignee is already a Bank hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank is a Subsidiary, or (ii) otherwise with the consents of the Agents Administrative Agent and (so long as no Event of Default exists) the Borrower (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "“Assignee"”) all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents, including all or a portion, which need not be pro rata among the Loans and the Letter of Credit Exposure, of its Commitments, the portion of the Loans and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one of the AgentsAdministrative Agent; provided, however, that:

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Agent or the Borrower if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiary, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default existshas occurred and is continuing) the Borrower (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that: