Common use of Assignments by the Lenders Clause in Contracts

Assignments by the Lenders. At its own cost any Lender may, prior to a written consent by the Borrower, such consent not to be unreasonably withheld, at any time assign and transfer all or any part of its rights, benefits and obligations (to effect a "Vertragsubernahme") hereunder, provided that an amount of principal and the amount of interest accrued thereon may not be assigned or transferred separately. Unless and until an assignee has agreed with the Facility Agent and the Lenders in writing that it shall be under the same obligations toward each of them as it would have been under if it had been a party hereto, neither the Facility Agent nor any Lender shall be obliged to recognise such assignee as having the rights against it which such assignee would have had if it had been a party hereto. For the purposes of this Art. 27.3, each Lender hereby authorises the Facility Agent to execute on its behalf any agreement with any assignee pursuant to which such assignee agrees that it shall be under the same obligations towards each of the Lenders as it would have been had it been a party hereto. For each assignment effected pursuant to the above provisions, the Facility Agent shall receive an assignment registration fee in the amount of DM 1,000 from the respective assignee, failing whom from the assigning Lender, which shall become due and payable five Business Days after the date of the agreement referred to in Art. 27.3 above.

Assignments by the Lenders. At Each Lender shall have the right at any time to assign to one or more commercial banks, commercial finance lenders or other financial institutions all or a portion of its own cost rights and obligations under this Agreement (including, without limitation, its obligations under the Line of Credit, the Term Loans, the Revolving Credit Loans and its rights and obligations with respect to Letters of Credit); provided, however, that anything herein to the contrary notwithstanding, the Borrower shall not, at any time, be obligated to pay under Section 2.8 to any such assignee any sum in excess of the sum which the Borrower would have been obligated to pay to such assigning Lender mayin respect of such assigned interest had such interest not been assigned. Upon execution of an Assignment and Transfer Agreement, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such assignment, have the rights and obligations of a Lender hereunder, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment, relinquish its rights and be released from its obligations under this Agreement. The Borrower shall, if necessary, execute any documents reasonably required to effectuate the assignments. No Lender may assign its interest in the loans and advances and extensions of credit hereunder without the prior to a written consent by of the BorrowerAgent and, except upon the occurrence and during the continuance of an Event of Default, the Borrower (in each case, such consent not to be unreasonably withheld, at any time assign and transfer all or any part of its rights, benefits and obligations (to effect a "Vertragsubernahme") hereunder, provided that an amount of principal and the amount of interest accrued thereon may not be assigned or transferred separately. Unless and until an assignee has agreed with the Facility Agent and the Lenders in writing that it shall be under the same obligations toward each of them as it would have been under if it had been a party hereto, neither the Facility Agent nor any Lender shall be obliged to recognise such assignee as having the rights against it which such assignee would have had if it had been a party hereto. For the purposes of this Art. 27.3, each Lender hereby authorises the Facility Agent to execute on its behalf any agreement with any assignee pursuant to which such assignee agrees that it shall be under the same obligations towards each of the Lenders as it would have been had it been a party hereto. For each assignment effected pursuant to the above provisions, the Facility Agent shall receive an assignment registration fee in the amount of DM 1,000 from the respective assignee, failing whom from the assigning Lender, which shall become due and payable five Business Days after the date of the agreement referred to in Art. 27.3 above).

Assignments by the Lenders. At its own cost any Lender may, prior to a written consent by the Borrower, such consent not to be unreasonably withheld, at any time assign and transfer all or any part of its rights, benefits and obligations (to effect a "Vertragsubernahme") hereunder, provided that an amount of principal and the amount of interest accrued thereon may not be assigned or transferred separately. Unless and until an assignee has agreed with the Facility Agent and the Lenders in writing that it shall be under the same obligations toward each of them as it would have been under if it had been a party hereto, neither the Facility Agent nor any Lender shall be obliged to recognise such assignee as having the rights against it which such assignee would have had if it had been a party hereto. For the purposes of this Art. 27.328.3, each Lender hereby authorises the Facility Agent to execute on its behalf any agreement with any assignee pursuant to which such assignee agrees that it shall be under the same obligations towards each of the Lenders as it would have been had it been a party hereto. For each assignment effected pursuant to the above provisions, the Facility Agent shall receive an assignment registration fee in the amount of DM 1,000 from the respective assignee, failing whom from the assigning Lender, which shall become due and payable five Business Days after the date of the agreement referred to in Art. 27.3 28.3 above.