Assignments by Purchasers. Any Purchaser may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Investments at the time owing to it); provided that any such assignment shall be subject to the following conditions:
Assignments by Purchasers. Each Purchaser may assign, in whole or in part, its interests in the Receivables and its rights or obligations pursuant to this Agreement to any financial or other institution (which, in the case of an assignment by a Related Committed Purchaser, shall be to a financial institution with short-term unsecured debt ratings of at least “A-1” by Standard & Poor’s and “P-1” by Xxxxx’x and that is consented to in writing by the Administrator and the LC Bank, such consent not to be unreasonably withheld or delayed), pursuant to a supplement hereto, substantially in the form of Annex F with any changes as have been approved by the parties thereto (each, a “Transfer Supplement”) executed by each such assignee, such selling Purchaser, such related Purchaser Agent and the Administrator; provided that, so long as no Termination Event has occurred and is continuing, any such assignment (other than to another Purchaser or Program Support Provider within its Purchaser Group or conduit managed or sponsored by the same Purchaser Agent) shall require the consent of the Seller. No assignment shall be effective until recorded in the Register. The Administrator, acting solely for this purpose as an agent of the Seller, shall maintain at one of its offices in Pittsburgh, PA a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Purchasers and the Commitments of, and principal amounts (and stated Discount) of the interests in the Receivables and rights under this Agreement owing to each Purchaser pursuant to the terms of this Agreement from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Seller and the Administrator shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Purchaser hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Seller and any Purchaser, at any reasonable time and from time to time upon reasonable prior notice.
Assignments by Purchasers. Any Purchaser may assign to one or more Persons (“Purchasing Purchasers”), acceptable to the Agent in its sole discretion and, prior to the occurrence of a Termination Event, subject to the prior written consent of the Seller (which consent will not be unreasonably withheld or delayed) any portion of its Commitment as a Purchaser hereunder and Purchase Interest pursuant to a supplement hereto (a “Transfer Supplement”) in form satisfactory to the Agent executed by each such Purchasing Purchaser, such selling Purchaser and the Agent. Any such assignment by a Purchaser must be for an amount of at least $5,000,000 or, if less, 100% of the assigning Purchaser’s Commitment. Each Purchasing Purchaser shall pay a fee of $4,000 to the Agent. Any partial assignment shall be an assignment of an identical percentage of such selling Purchaser Investment and its Commitment. Upon the execution and delivery to the Agent of the Transfer Supplement and payment by the Purchasing Purchaser to the selling Purchaser of the agreed purchase price, such selling Purchaser shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Purchaser shall for all purposes be a Purchaser party hereto and shall have all the rights and obligations of a Purchaser hereunder to the same extent as if it were an original party hereto with a Commitment as a Purchaser and Investment described in the Transfer Supplement.
Assignments by Purchasers. (a) Each of the Seller Parties and the Committed Purchasers hereby agrees and consents to the complete or partial assignment by VFCC of all or any portion of its rights under, interest in, title to and obligations under this Agreement to the Liquidity Banks pursuant to the Liquidity Agreement or to any other commercial paper conduit administered by Wachovia or any of its Affiliates with a short-term debt rating of A-1 or better by S&P and P-1 by Xxxxx'x, and upon such assignment, VFCC shall be released from its obligations so assigned. Further, each of the Seller Parties and the Committed Purchasers hereby agrees that any assignee of VFCC of this Agreement or all or any of the Receivable Interests of VFCC shall have all of the rights and benefits under this Agreement as if the term "VFCC" explicitly referred to such party, and no such assignment shall in any way impair the rights and benefits of VFCC hereunder; PROVIDED, HOWEVER, that no such assignee shall be entitled to receive any greater payment under Section 10.1.1 than VFCC would have been entitled to receive thereunder.
(b) With the consent of the Agent and, prior to the Amortization, Seller, such consents not to be unreasonably withheld, any Committed Purchaser may at any time and from time to time assign to one or more Persons ("PURCHASING COMMITTED PURCHASERS") all or any part of its rights and obligations under this Agreement pursuant to an assignment agreement in a form reasonably acceptable to the Agent (an "ASSIGNMENT AGREEMENT") executed by such Purchasing Committed Purchaser and such selling Committed Purchaser. Upon delivery of the executed Assignment Agreement to the Agent, such selling Committed Purchaser shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Committed Purchaser shall for all purposes be a Committed Purchaser party to this Agreement and shall have all the rights and obligations of a Committed Purchaser under this Agreement to the same extent as if it were an original party hereto and no further consent or action by Seller, any other Purchaser or the Agent shall be required; provided, however, that no Purchasing Committed Purchaser shall be entitled to receive any greater payment under Section 10.1.1 than the selling Committed Purchaser would have been entitled to receive thereunder.
Assignments by Purchasers. This Agreement and the rights and obligations of the Administrative Agent and each Purchaser herein shall be assignable by the Administrative Agent or such Purchaser, as the case may be, and its successors and assigns; provided that in the case of an assignment to a Person that is not an Affiliate of the Administrative Agent or such Purchaser, so long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing, such assignment shall require the Servicer’s and the Seller’s consent (not to be unreasonably withheld, conditioned or delayed).
Assignments by Purchasers. Any Purchaser may at any time assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Notes at the time owing to it with the prior written consent of B. Xxxxx. The parties to each assignment shall execute and deliver to Agent an Assignment and Assumption Agreement. The assignment shall have been recorded in the Register in accordance with paragraph (C) of this subsection. Subject to acceptance and recording thereof by Agent pursuant to paragraph (C) of this subsection, from and after the effective date specified in each Assignment and Assumption Agreement, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Purchaser under this Agreement, and the assigning Purchaser thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning Purchaser’s rights and obligations under this Agreement, such Purchaser shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 11.1 and 11.2 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Purchaser of rights or obligations under this Agreement that does not comply with this paragraph shall be null and void.
Assignments by Purchasers. Each Purchaser may assign all or a portion of its rights and obligations hereunder to one or more commercial banks, financial institutions or “accredited investors” (as defined in Regulation D of the SEC); provided, that (i) each such assignment shall be of a constant, not varying, percentage of all of the assigning Purchaser’s rights and obligations under the Operative Documents; and (ii) any such assignment shall be in a minimum aggregate amount of $5,000,000 of the assigning Purchaser’s Commitment (or the balance of such Commitment, if less) pursuant to an assignment agreement in form and substance reasonably satisfactory to the Administrative Agent. Upon surrender of any Certificate to the Administrative Agent for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the Purchaser of such Certificate or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Certificate or part thereof), the Lessor shall execute and deliver, at the Lessor’s expense (except as provided below), one or more new Certificates (as requested by the Purchaser thereof) in exchange therefor, in an aggregate principal amount equal to the Purchaser Balance of the surrendered Certificate. Each such new Certificate shall name such new Person as such Purchaser may request and shall be substantially in the form of the Certificate originally issued hereunder or under any Receivables Purchase Agreement. The Lessor may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Purchased Interests. Certificates shall not be transferred in denominations of less than $5,000,000, provided that if necessary to enable the registration of transfer by a Purchaser of its entire Purchased Interest, one Certificate may be in a denomination of less than $5,000,000.
Assignments by Purchasers. Any Purchaser may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Purchaser Commitment and its Purchased Interest; provided that such Purchaser concurrently assigns a ratable portion of its Commitment and its Loans under the Mattel Credit Agreement; and provided further that any such assignment shall be subject to the following conditions:
Assignments by Purchasers. (1) Subject to the conditions set forth in paragraph (a)(ii) below, any Purchaser (or Holder) may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the applicable Global Note (and the Advances evidenced by the Global Note) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:
(A) during the Drawing Period, the Borrower, provided that (x) no consent of the Borrower shall be required for an assignment to a Purchaser, an Affiliate of a Purchaser or an Approved Fund (except that the assignor shall provide notice to the Borrower within a reasonable time period following such assignment), and (y) if an Event of Default has occurred and is continuing, no consent of the Borrower shall be required, except that the Borrower shall have the right to object to and prohibit any proposed assignment that would cause the Borrower to violate Applicable Law, provided further that any required consent of the Borrower pursuant to this subparagraph (A) shall not be unreasonably withheld or delayed; and
(B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a Purchaser, the Guarantor, an Affiliate of a Purchaser or the Guarantor, or an Approved Fund.
Assignments by Purchasers. (a) [Intentionally deleted].
(b) With the consent of the Agent and, prior to the Amortization, Seller, such consents not to be unreasonably withheld, any Committed Purchaser may at any time and from time to time assign to one or more Persons (“Purchasing Committed Purchasers”) all or any part of its rights and obligations under this Agreement pursuant to an assignment agreement in a form reasonably acceptable to the Agent (an “Assignment Agreement”) executed by such Purchasing Committed Purchaser and such selling Committed Purchaser. Upon delivery of the executed Assignment Agreement to the Agent, such selling Committed Purchaser shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Committed Purchaser shall for all purposes be a Committed Purchaser party to this Agreement and shall have all the rights and obligations of a Committed Purchaser under this Agreement to the same extent as if it were an original party hereto and no further consent or action by Seller, any other Purchaser or the Agent shall be required; provided, however, that no Purchasing Committed Purchaser shall be entitled to receive any greater payment under Section 10.1.1 than the selling Committed Purchaser would have been entitled to receive thereunder.
