Common use of Assignees and Assignment Procedures Clause in Contracts

Assignees and Assignment Procedures. Each Bank may (i) without the consent of the Administrative Agent or the Borrowers 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 Administrative Agent and (so long as no Event of Default exists) the 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 Loan Documents, including all or a portion, which need not be pro rata among the Convertible Loan advances and the Letter of Credit Exposure, of its Commitments, the portion of the Convertible Loan advances and the Letter of Credit Exposure at the time owing to it and the Convertible Note held by it, but excluding its rights and obligations as one of the Administrative Agent; provided, however, that:

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Administrative Agent or the Borrowers Borrower if the proposed assignee is already a Bank hereunder Lender hereunder, a Related Fund, Affiliate or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender or any other Lender is a Subsidiary, or (iib) otherwise with the consents of the Administrative Agent and (so long as no Event of Default existshas occurred and is continuing) the Borrowers 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 or other entity reasonably acceptable to the Borrower (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 the Convertible Loan advances and the Letter of Credit Exposure, portion of its CommitmentsCommitment, the portion of the Convertible Loan advances and the Letter of Credit Exposure at the time owing to it and the Convertible Note Notes held by it, but excluding its rights and obligations as one of the Administrative Agent; provided, however, that:

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Administrative Agent or the Borrowers if the proposed assignee is already a Bank hereunder Lender hereunder, a Related Fund, Affiliate or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender or any other Lender is a Subsidiary, or (iib) otherwise with the consents of the Administrative Agent and (so long as no Event of Default existshas occurred and is continuing) the 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 or other entity reasonably acceptable to the Borrowers (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 the Convertible Loan advances and the Letter of Credit Exposure, portion of its CommitmentsCommitment, the portion of the Convertible Loan advances and the Letter of Credit Exposure at the time owing to it and the Convertible Note Notes held by it; PROVIDED, but excluding its rights and obligations as one of the Administrative Agent; provided, howeverHOWEVER, that:

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Administrative Agent or the Borrowers Borrower if the proposed assignee is already a Bank hereunder Lender hereunder, a Related Fund, Affiliate or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender or any other Lender is a Subsidiary, or (iib) otherwise with the consents of the Administrative Agent and (so long as no Event of Default existshas occurred and is continuing) the Borrowers 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 or other entity reasonably acceptable to the Borrower (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 the Convertible Loan advances and the Letter of Credit Exposure, portion of its CommitmentsCommitment, the portion of the Convertible Loan advances and the Letter of Credit Exposure at the time owing to it and the Convertible Note Notes held by it, but excluding its rights and obligations as one of the Administrative Agent; provided, however, that: