Common use of Assignees and Assignment Procedures Clause in Contracts

Assignees and Assignment Procedures. Each Lender may (a) ----------------------------------- without the consent of the Agent or the Borrower if the proposed assignee is already a Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Lender is a Subsidiary, or (b) otherwise with the consents of the Agent and (so long as no Event of Default has 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 Credit Documents, including all or a portion, which need not be pro rata between the Loan and the Letter of Credit Exposure, of its Commitment, the portion of the 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 a Letter of Credit Issuer; provided, however, that: -------- -------

Assignees and Assignment Procedures. Each Lender may (a) ----------------------------------- without the consent of the Agent or the Borrower Company if the proposed assignee is already a Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Lender is a Wholly Owned Subsidiary, or (b) otherwise with the consents of the Agent and (so long as no Event of Default has occurred and is continuing) 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 Credit Documents, including all or a portion, which need not shall be pro rata between the Revolving Loan and the Letter of Credit Exposure, of its Commitment, the portion of the Loan Revolving Loan, and the Letter of Credit Exposure at the time owing to it and the Revolving Notes held by it, it but excluding its rights and obligations as a Letter of Credit Issuer; provided, however, that: -------- -------:

Assignees and Assignment Procedures. Each Lender may (a) ----------------------------------- without the consent of the Agent or the Borrower Company if the proposed assignee is already a Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Lender is a SubsidiaryRelated Entity, or (b) otherwise with the consents of the Agent and (so long as no Event of Default has occurred and is continuing) 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 "AssigneeASSIGNEE") all or a portion of its -------- interests, rights and obligations under this Agreement and the other Credit Documents, including all or a portion, which need not be pro rata between the Loan and Revolving Loan, the Letter of Credit ExposureExposure and the Mortgage Loan, of its Commitment, the portion of the Loan and Revolving Loan, the Letter of Credit Exposure and Mortgage Loan at the time owing to it and the Revolving Notes held by it, it but excluding its rights and obligations as a Letter of Credit Issuer; provided, however, that: -------- -------:

Assignees and Assignment Procedures. Each Lender may (a) ----------------------------------- without the consent of the Agent or the Borrower Company if the proposed assignee is already a Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Lender is a SubsidiarySubsidiary or a fund advised by the same advisor as the assigning lender, or (b) otherwise with the consents of the Agent and (so long as no Event of Default has occurred and is continuingexists) 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 Credit Documents, including all or a portion, which need not be pro rata between the Loan and the Letter of Credit Exposure, of its Commitment, the portion of the 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 a Letter of Credit Issuer; provided, however, that: -------- -------:

Assignees and Assignment Procedures. Each Lender may (a) ----------------------------------- without the consent of the Agent or the Borrower Borrowers if the proposed assignee is already a Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Lender is a Subsidiary, or (b) otherwise with the consents of the Agent and (so long as no Event of Default has occurred and is continuing) the Borrower Borrowers (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 Credit Documents, including all or a portion, which need not be pro rata between the Revolving Loan and the Letter of Credit Exposure, of its Commitment, the portion of the Revolving Loan and Letter of Credit Exposure at the time owing to it and the Revolving Notes held by it, but excluding its rights and obligations as a Letter of Credit Issuer; provided, however, that: -------- -------:

Assignees and Assignment Procedures. Each Lender Bank may (ai) ----------------------------------- without the consent of the Administrative Agent or the Borrower Borrowers if the proposed assignee is already a Lender Bank hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Lender Bank is a Subsidiary, or (bii) otherwise with the consents of the Administrative Agent and (so long as no Event of Default has occurred and is continuingexists) the Borrower Borrowers (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 Credit Loan Documents, including all or a portion, which need not be pro rata between among the Loan Loans and the Letter of Credit Exposure, of its CommitmentCommitments, the portion of the Loan Loans and Letter of Credit Exposure at the time owing to it and the Notes Bank Note held by it, but excluding its rights and obligations as a Letter one of Credit Issuerthe Administrative Agent; providedPROVIDED, howeverHOWEVER, that: -------- -------: