Assignment by Committed Purchasers. Each Committed Purchaser may assign to any Eligible Assignee or to any other Committed Purchaser all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and any Capital or interests therein owned by it); provided, however that
Assignment by Committed Purchasers. (i) Each Committed Purchaser may freely assign to any Eligible Assignee without the consent of Seller except as required pursuant to clause (iv) of the definition of Eligible Assignee all or a portion of its rights and obligations under this Agreement or in any other Transaction Document (including all or a portion of its Commitment and its interest in the Asset Interest) in each case, with prior written consent of Administrative Agent, the related Purchaser Agent and prior written notice to Seller; provided, however that the parties to each such assignment shall execute and deliver to Administrative Agent and to Seller, for its recording in the Register, a duly executed and enforceable joinder to this Agreement (“Joinder”).
Assignment by Committed Purchasers. (i) Each Committed Purchaser may freely assign to any Eligible Assignee without the consent of Seller except as required pursuant to clause (iv) of the definition of Eligible Assignee all or a portion of its rights and obligations under this Agreement or in any other Transaction Document (including all or a portion of its Commitment and its interest in each of the Asset Portfolios) in each case, with prior written consent (such consent not to be unreasonably withheld) of the Collateral Agent, each Administrative Agent, the related Purchaser Agent and prior written notice to Seller; provided, however that the parties to each such assignment shall execute and deliver to the Collateral Agent, the Administrative Agents and to Seller, for its recording in the Register, a duly executed and enforceable joinder to this Agreement (“Joinder”). Notwithstanding anything to the contrary set forth in this Agreement, any assignment by a Committed Purchaser of its rights and obligations under this Agreement (including its Commitment and its interest in each of the Asset Portfolios) shall be made on a pro rata basis with respect to its interest in each Receivable Pool.
Assignment by Committed Purchasers. (i) Each Committed Purchaser may freely assign to any Eligible Assignee without the consent of any Seller or the Servicer except as required pursuant to clause (iv) of the definition of Eligible Assignee all or a portion of its rights and obligations under this Agreement or in any other Transaction Document (including all or a portion of its commitment and its interest in each of the Asset Portfolios) in each case, with prior written consent (such consent not to be unreasonably withheld) of the Collateral Agent, the Administrative Agent, the related Purchaser Agent and with prior written notice to Servicer (on the Sellers’ behalf); provided, however, that (A) no consent of the Collateral Agent, the Administrative Agent, any Purchaser Agent, any Purchaser, any Seller or the Servicer shall be required for an assignment by a Conduit Purchaser if the applicable Assignee is an Eligible Assignee that is (x) such Conduit Purchaser’s Liquidity Provider, Program Administrator or Enhancement Provider or an Affiliate of any of them, or (y) another commercial paper conduit that is managed or sponsored by the same financial institution as the assigning Conduit Purchaser, (B) for the avoidance of doubt and notwithstanding anything to the contrary set forth herein (other than Section 13.3(f)), each Conduit Purchaser may at any time pledge, grant a security interest in, or otherwise transfer all or any portion of its interest in the Asset Portfolios or under this Agreement to a Collateral Trustee, in each case without notice to or the consent of any other party hereto, but such pledge, grant, or transfer shall not relieve any Person from its obligations hereunder, and (C) the parties to each such assignment (other than an assignment described in clause (B) above) shall execute and deliver to the Collateral Agent, the Administrative Agent, each Purchaser Agent and Servicer (on its and the Sellers’ behalf), for its recording in the Register, a duly executed and enforceable joinder to this Agreement (“Joinder”). Notwithstanding anything to the contrary set forth in this Agreement, any assignment by a Committed Purchaser of its rights and obligations under this Agreement (including its commitment and its interest in each of the Asset Portfolios but excluding an assignment described in clause (B) above) shall be made on a pro rata basis with respect to its interest in each Receivable Pool.
Assignment by Committed Purchasers. (23) Each Committed Purchaser shall have the right without the consent of or notice to Seller to sell, transfer, negotiate or grant participations in all or any part of, or any interest in, its interest in the Asset Portfolio and any rights and benefits hereunder arising therefrom to any “qualified purchaser” (as defined in the Investment Company Act); provided, that so long as no Event of Termination or Unmatured Event of Termination is continuing, the Committed Purchasers shall not transfer, sell or assign their rights or interests in the Asset Portfolio unless the Aggregate DPP allocable to such rights or interests in the Asset Portfolio, as determined by the Administrative Agent on a pro rata basis allocable to the Asset Portfolio, has been paid in full or assumed by the applicable transferee. Each Committed Purchaser may freely assign to any Eligible Assignee without the consent of Seller unless Seller’s consent is required pursuant to the definition of “Eligible Assignee” all or a portion of any of its other rights and obligations under this Agreement or in any other Transaction Document (including all or a portion of its Commitment), in each case, with prior written notice to Administrative Agent, the related Purchaser Agent and Seller; provided, however, that the parties to each such assignment under this clause (i) shall execute and deliver to Administrative Agent and to Seller, for its recording in the Register, a duly executed and enforceable joinder to this Agreement (“Joinder”).
