Common use of Assignments by Lender Clause in Contracts

Assignments by Lender. Each Lender (the “Assignor”) may assign all or any part of its Loans, LC Participations and/or Commitments and its rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to this Agreement as a Lender by execution of an assignment and acceptance agreement in substantially the form attached hereto as Exhibit E (an “Assignment Agreement”) to be executed by the Assignor, an Eligible Assignee and acknowledged by the Administrative Agent; provided, that (i) if such assignment is in respect of less than all of the rights and obligations of the Assignor, then, unless otherwise agreed to by the Administrative Agent, such assignment shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $500,000 in excess thereof and (ii) each Borrower shall cooperate with the Assignor, such Eligible Assignee and the Administrative Agent to facilitate such assignment, including, if instructed by the Assignor or the Administrative Agent, providing to such Eligible Assignee copies of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee of $3,500 for its own account, the Administrative Agent shall promptly record the information contained therein in the Register (as defined in clause (d) below). Upon such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreement, the Assignee thereunder shall be a party to this Agreement and, to the extent provided in the Assignment Agreement, shall have the rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein and y) the Assignor thereunder shall, to the extent provided in the assignment and acceptance agreement, be released from its obligations under this Agreement.

Assignments by Lender. Each Lender (the “Assignor”) may assign all or any part of its Loans, LC Participations and/or Commitments and its rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to this Agreement as a Lender by execution of an assignment and acceptance agreement in substantially the form attached hereto as Exhibit E (an “Assignment Agreement”) to be executed by the Assignor, an Eligible Assignee and acknowledged by the Administrative Agent; provided, provided that (ix) if such assignment is in respect of less than all of the rights and obligations of the Assignor, then, unless otherwise agreed to by the Administrative Agent, such assignment shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $500,000 in excess thereof and (iiy) each Borrower shall cooperate with the Assignor, such Eligible Assignee and the Administrative Agent to facilitate such assignment, including, if instructed by the Assignor or the Administrative Agent, providing to such Eligible Assignee copies of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee of $3,500 for its own account, the Administrative Agent shall promptly record the information contained therein in the Register (as defined in clause (d) below)Register. Upon such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreement, the Assignee thereunder shall be a party to this Agreement and, to the extent provided in the Assignment Agreement, shall have the rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein and y) the Assignor thereunder shall, to the extent provided in the assignment and acceptance agreement, be released from its obligations under this Agreement.

Assignments by Lender. Each Lender (the “Assignor”) may assign all or any part of its Loans, LC Participations and/or Commitments and its rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to this Agreement as a Lender by execution of an assignment and acceptance agreement in substantially the form attached hereto as Exhibit E (an “Assignment Agreement”) to be executed by the Assignor, an Eligible Assignee and acknowledged by the Administrative Agent; provided, provided that (ix) if such assignment is in respect of less than all of the rights and obligations of the Assignor, then, unless otherwise agreed to by the Administrative Agent, such assignment shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $500,000 in excess thereof and (iiy) each Borrower shall cooperate with the Assignor, such Eligible Assignee and the Administrative Agent to facilitate such assignment, including, if instructed by the Assignor or the Administrative Agent, providing to such Eligible Assignee copies of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx Axx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee of $3,500 for its own account, the Administrative Agent shall promptly record the information contained therein in the Register (as defined in clause (d) below)Register. Upon such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreement, the Assignee thereunder shall be a party to this Agreement and, to the extent provided in the Assignment Agreement, shall have the rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein and y) the Assignor thereunder shall, to the extent provided in the assignment and acceptance agreement, be released from its obligations under this Agreement.

Assignments by Lender. Each Lender (the “Assignor”) may assign all or any part of its Loans, LC Participations Loans and/or Commitments and its rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to this Agreement as a Lender by execution of pursuant to an assignment and acceptance agreement in substantially the form attached hereto as Exhibit E G (an “Assignment Agreement”) to be executed by the Assignor, an such Eligible Assignee and acknowledged by (if applicable) the Administrative Agent; provided, that (i) if such assignment is in respect of less than all of the rights and obligations of the Assignor, then, unless otherwise agreed to by the NYI-4016648v10 Administrative Agent, such assignment shall be in an aggregate principal amount of at least $5,000,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof thereof, and (ii) each the Borrower shall cooperate with the Assignor, such Eligible Assignee and the Administrative Agent to facilitate such assignment, including, if instructed by the Assignor or the Administrative Agent, providing to such Eligible Assignee copies of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of such an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee of $3,500 for its own account2,500, the Administrative Agent shall promptly record the information contained therein in the Register (as defined in clause (d) below)Register. Upon Following such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent provided in the Assignment Agreement, and shall have the corresponding rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein therein, and y) to the extent provided in the Assignment Agreement, shall have corresponding rights and obligations of the Assignor under each other Loan Document to which such Assignor was party as a Lender prior to the date of such assignment, and the Assignor thereunder shall, to the extent provided in the assignment and acceptance agreementAssignment Agreement, be released from its corresponding rights and obligations under this AgreementAgreement and each other Loan Document to which the Assignor was party as a Lender prior to the date of such assignment.

Assignments by Lender. Each Any Lender may at any time assign to any Person that is not a Disqualified Lender or Defaulting Lender (the “Assignor”or, if an Event of Default has occurred and is continuing, to any Person that is not a Defaulting Lender) may assign all or any part a portion of its Loans, LC Participations and/or Commitments and its rights and obligations hereunder to one or more Eligible Assignees, each of which shall become a party to under this Agreement as (including all or a Lender by execution portion of an assignment the Loans at the time owing to it) and acceptance agreement in substantially the form attached hereto as Exhibit E (an “Assignment Agreement”) to be executed by the Assignor, an Eligible Assignee and acknowledged by the Administrative Agentother Loan Documents; provided, provided that (i) if no such assignment is in respect shall be made to any Obligor, any Affiliate of less than all any Obligor, any employees or directors of any Obligor at any time and no such assignment shall be made without the rights and obligations prior written consent of the Assignor, then, unless otherwise agreed to by the Administrative Agent, not to be unreasonably withheld, conditioned or delayed; provided that no such assignment shall be in made without the prior written consent of the Borrower, not to be unreasonably withheld, conditioned or delayed, unless (x) an aggregate principal amount Event of Default has occurred and is continuing at least $5,000,000 the time of such assignment or (y) such assignment is to (A) a whole multiple Lender or an Affiliate of $500,000 in excess thereof and a Lender or such Lender’s or Affiliate’s managed funds or accounts or (iiB) each an Approved Lender; provided, further that the Borrower shall cooperate with the Assignor, be deemed to have consented to any such Eligible Assignee and assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof. Subject to facilitate such assignment, including, if instructed the recording thereof by the Assignor or Administrative Agent pursuant to Section 14.05(d), and to receipt by the Administrative Agent, providing to such Eligible Assignee copies Agent of all documentation a processing and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including recordation fee in the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee amount of $3,500 for its own account, (provided that the Administrative Agent shall promptly record the information contained therein may, in its sole discretion, elect to waive such processing and recordation fee in the Register (as defined in clause (dcase of any assignment) below). Upon such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreementand Assumption is recorded in the Register, the Assignee assignee thereunder shall be a party to this Agreement and, to the extent provided in of the interest assigned by such Assignment Agreementand Assumption, shall have the rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein Lender under this Agreement and y) the Assignor thereunder other Loan Documents, and correspondingly the assigning Lender shall, to the extent provided in of the assignment interest assigned by such Assignment and acceptance agreementAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e). If an assignee is not a Lender, the assignee shall provide the Administrative Agent with all “know your customer” documents requested by the Administrative Agent pursuant to anti-money laundering rules and regulations.

Assignments by Lender. Each Any Lender (the “Assignor”) may at any time assign all or any part of its Loans, LC Participations and/or Commitments and its rights and obligations hereunder to one or more Eligible AssigneesTransferees (or, each of which shall become a party to this Agreement as a Lender by execution of an assignment and acceptance agreement in substantially the form attached hereto as Exhibit E (an “Assignment Agreement”) to be executed by the Assignor, an Eligible Assignee and acknowledged by the Administrative Agent; provided, that (i) if an Event of Default under Section 11.01(a), (b) or (h) has occurred and is continuing, to any Person that is not a Defaulting Lender and (ii) if an Event of Default that is not an Event of Default under Section 11.01(a), (b) or (h) has occurred and is continuing (but no Event of Default Section 11.01(a), (b) or (h) has occurred and is continuing), to any Person that is not a Defaulting Lender or a Company Competitor (that has been identified by name in writing by the Borrower to the Administrative Agent prior to the date of such assignment is in respect Event of less than Default)) all or a portion of the its rights and obligations under this Agreement (including all or a portion of the Assignor, then, unless otherwise agreed Loans at the time owing to by it) and the Administrative Agent, other Loan Documents; provided that no such assignment shall be in made to any Obligor, any Affiliate of any Obligor, any employees or directors of any Obligor at any time and no such assignment shall be made without the prior written consent of the Administrative Agent. The consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (x) an aggregate principal amount Event of Default has occurred and is continuing at least $5,000,000 the time of such assignment or a whole multiple of $500,000 in excess thereof and (iiy) each such assignment is to an Eligible Transferee; provided that the Borrower shall cooperate with the Assignor, be deemed to have consented to any such Eligible Assignee and assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received written notice thereof. Subject to facilitate such assignment, including, if instructed the recording thereof by the Assignor or Administrative Agent pursuant to Section 14.05(d), and to receipt by the Administrative Agent, providing to such Eligible Assignee copies Agent of all documentation a processing and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including recordation fee in the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible Assignee, together with a registration and processing fee amount of $3,500 for its own account, (provided that the Administrative Agent shall promptly record the information contained therein may, in its sole discretion, elect to waive such processing and recordation fee in the Register (as defined in clause (dcase of any assignment) below). Upon such execution, delivery, acceptance and recording, then, from and after the settlement date specified in such Assignment Agreementand Assumption is recorded in the Register, the Assignee assignee thereunder shall be a party to this Agreement and, to the extent provided in of the interest assigned by such Assignment Agreementand Assumption, shall have the rights and obligations of the Assignor hereunder with Loans and/or Commitments as specified therein Lender under this Agreement and y) the Assignor thereunder other Loan Documents, and correspondingly the assigning Lender shall, to the extent provided in of the assignment interest assigned by such Assignment and acceptance agreementAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of Section 5 and Section 14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this Section 14.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e). If an assignee is not a Lender, the assignee shall provide the Administrative Agent with all “know your customer” documents requested by the Administrative Agent pursuant to anti-money laundering rules and regulations.

Assignments by Lender. Each Any Lender (the “Assignor”) may at any time assign all or any part of its Loans, LC Participations and/or Commitments and its rights and obligations hereunder to one or more Eligible Assignees, each Assignees all or a portion of which shall become a party to its rights and obligations under this Agreement as (including all or a Lender by execution portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and acceptance agreement the Loans at the time owing to it or in substantially the form attached hereto case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment, determined as Exhibit E (an “of the date the Assignment Agreement”) and Assumption with respect to be executed by the Assignor, an Eligible Assignee and acknowledged by the Administrative Agent; provided, that (i) if such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5 million unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of less than all Swing Line Loans; (iii) any assignment of the rights and obligations of the Assignor, then, unless otherwise agreed to a Commitment must be approved by the Administrative Agent, such the L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the parties to each assignment shall be in an aggregate principal amount of at least $5,000,000 or a whole multiple of $500,000 in excess thereof execute and (ii) each Borrower shall cooperate with the Assignor, such Eligible Assignee and deliver to the Administrative Agent to facilitate such assignment, including, if instructed by the Assignor or the Administrative Agent, providing to such Eligible Assignee copies of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the United Kingdom Proceeds of Crime Xxx 0000 and the United Kingdom Money Laundering Regulations 2003. Upon its receipt of an Assignment Agreement executed by the Assignor and an Eligible AssigneeAssumption, together with a registration processing and processing recordation fee of $3,500 for its own account3,500, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent shall promptly record the information contained therein in the Register (as defined in clause (d) below)an Administrative Questionnaire. Upon such execution, delivery, Subject to acceptance and recording, thenrecording thereof by the Administrative Agent pursuant to subsection (c) of this Section 10.06, from and after the settlement effective date specified in such each Assignment Agreementand Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent provided in of the interest assigned by such Assignment Agreementand Assumption, shall have the rights and obligations of a Lender under this Agreement, and the Assignor hereunder with Loans and/or Commitments as specified therein and y) the Assignor assigning Lender thereunder shall, to the extent provided in of the assignment interest assigned by such Assignment and acceptance agreementAssumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto and shall cease to be entitled to the benefits of this Agreement except such Lender shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.04 solely with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 10.06.