Common use of Assignments Generally Clause in Contracts

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may 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 Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of: (A) the Borrower; provided that (i) no consent of the Borrower shall be required for an assignment to a Lender or an Affiliate of a Lender (x) having a rating of “A3” by Xxxxx’x or “A-” by S&P, (y) being of substantially equivalent creditworthiness to an entity having a rating of “A3” by Xxxxx’x or “A-” by S&P (as reasonably determined by the Borrower) or (z) being of substantially equivalent creditworthiness to the applicable assignor (as reasonably determined by the Borrower), or, if an Event of Default has occurred and is continuing, any other assignee, and (ii) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment by a Lender to a Lender or an Affiliate of a Lender with prior written notice by such assigning Lender to the Administrative Agent.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may 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 Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of: (A) the Borrower; provided that (i) no consent of the Borrower shall be required for an assignment to a Lender or Lender, an Affiliate of a Lender (x) having a rating of “A3” by Xxxxx’x or “A-” by S&P, (y) being of substantially equivalent creditworthiness to an entity having a rating of “A3” by Xxxxx’x or “A-” by S&P (as reasonably determined by the Borrower) or (z) being of substantially equivalent creditworthiness to the applicable assignor (as reasonably determined by the Borrower)Lender, or, if a Default or an Event of Default has occurred and is continuing, any other assignee, and (ii) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received written notice thereof; and (B) the Administrative AgentAgent and the Issuing Bank; provided that no consent of the Administrative Agent or the Issuing Bank shall be required for an assignment by a Lender to a Lender or an Affiliate of a Lender with prior written notice by such assigning Lender to the Administrative AgentAgent and the Issuing Bank. Notwithstanding anything to the contrary contained herein, Borrower’s consent shall be required with respect to an assignment to any Disqualified Lender unless an Event of Default under clause (a), (b), (i), (j) or (k) has occurred and is continuing. The Administrative Agent shall provide, and the Borrower hereby expressly authorizes the Administrative Agent to provide, the Disqualified Lender list to each Lender requesting the same.

Assignments Generally. Subject to the conditions set forth in clause paragraph (iib)(ii) below, any Lender may assign to one or more assignees assignees, other than a natural person, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned withheld or delayed) of: (A) the BorrowerBorrowers; provided that (i) no consent of the Borrower Borrowers shall be required for an assignment to a Lender or Lender, an Affiliate of a Lender (x) having a rating of “A3” by Xxxxx’x or “A-” by S&PLender, (y) being of substantially equivalent creditworthiness to an entity having a rating of “A3” by Xxxxx’x or “A-” by S&P (as reasonably determined by the Borrower) or (z) being of substantially equivalent creditworthiness to the applicable assignor (as reasonably determined by the Borrower), Approved Fund or, if an Event of Default has occurred and is continuing, any other assigneePerson (other than a natural person); provided further, and (ii) that the Borrower Borrowers shall be deemed to have consented to any such assignment unless it the Borrowers shall object thereto by written notice to the Administrative Agent within ten (10) five Business Days after having received written notice thereof; and; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment by a Lender to a Lender or Lender, an Affiliate of a Lender with prior written notice by or an Approved Fund; (C) (in the case of assignments of the Revolving Credit Commitment and Revolving Credit Loans) each Issuing Lender, unless such assigning Lender assignment is to another Revolving Credit Lender, in which case such consent is not required; and (D) Each Swingline Lender; provided that no consent of the Administrative AgentSwingline Lenders shall be required for an assignment of all or any portion of a Term Loan.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than natural persons, any Defaulting Lender or Persons listed in the Prohibited Assignees and Participants Side Letter) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned withheld or delayed) of: (A) the Borrower; provided that (i) no consent of the Borrower shall be required for an assignment to a Lender or Lender, an Affiliate of a Lender (x) having a rating of “A3” by Xxxxx’x or “A-” by S&P, (y) being of substantially equivalent creditworthiness to an entity having a rating of “A3” by Xxxxx’x or “A-” by S&P (with credit ratings at least as reasonably determined by good as the Borrower) or (z) being of substantially equivalent creditworthiness to the applicable assignor (as reasonably determined by the Borrower)assigning Lender, or, if an Event of Default has occurred and is continuing, any other assignee; provided, and (ii) further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; and (B) the Administrative Agent; Agent and the Issuing Bank: provided that no consent of the Administrative Agent or Issuing Bank shall be required for an assignment by a Lender to a Lender or an Affiliate of a Lender with prior written notice by such assigning Lender to the Administrative AgentLender.

Assignments Generally. Subject to the conditions set forth in clause paragraph (iib)(ii) below, any Lender may assign to one or more assignees assignees, other than a natural person, a Disqualified Lender, any Loan Party or any of its Affiliates, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of: (A) the Borrower; provided that (i) no consent of the Borrower shall be required (x) for an assignment to a Lender or Lender, an Affiliate of a Lender (x) having a rating of “A3” by Xxxxx’x Lender, an Approved Fund, or “A-” by S&P, (y) being of substantially equivalent creditworthiness to an entity having a rating of “A3” by Xxxxx’x or “A-” by S&P (as reasonably determined by the Borrower) or (z) being of substantially equivalent creditworthiness to the applicable assignor (as reasonably determined by the Borrower), or, if an Event of Default has occurred and is continuing, an assignment to any Person (other assigneethan a natural Person or a Disqualified Lender); provided, and (ii) further, that the Borrower shall be deemed to have consented to any such assignment unless it the Borrower shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment by a Lender to a Lender or Lender, an Affiliate of a Lender with prior written notice by such assigning Lender to the Administrative Agentor an Approved Fund.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may 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 Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of: (A) the Borrower; provided that (i) no consent of the Borrower shall be required for an assignment to a Lender or Lender, an Affiliate of a Lender (x) having a rating of “A3” by Xxxxx’x or “A-” by S&P, (y) being of substantially equivalent creditworthiness to an entity having a rating of “A3” by Xxxxx’x or “A-” by S&P (as reasonably determined by the Borrower) or (z) being of substantially equivalent creditworthiness to the applicable assignor (as reasonably determined by the Borrower)Lender, or, if a Default or an Event of Default has occurred and is continuing, any other assignee, and (ii) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received written notice thereof; and (B) the Administrative AgentAgent and, in the case of an assignment of Revolving Commitments, the Issuing Bank; provided that no consent of the Administrative Agent or the Issuing Bank shall be required for an assignment by a Lender to a Lender or an Affiliate of a Lender with prior written notice by such assigning Lender to the Administrative AgentAgent and the Issuing Bank. Notwithstanding anything to the contrary contained herein, Xxxxxxxx’s consent shall be required with respect to an assignment to any Disqualified Lender unless an Event of Default under paragraph (a), (b), (i), (j) or (k) of Article VII has occurred and is continuing. The Administrative Agent shall provide, and the Borrower hereby expressly authorizes the Administrative Agent to provide, the Disqualified Lender list to each Lender requesting the same.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one (1) or more assignees other than a Disqualified Lender all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned withheld or delayed) of: (A) the Borrower, provided that the Borrower shall be deemed to have consented to any such assignment (other to a Disqualified Lender) unless it has objected thereto by written notice to the Administrative Agent within fifteen (15) Business Days after receiving written notice thereof from the Administrative Agent (which shall include notice via electronic communication); provided further that (i) no consent of the Borrower shall be required for an assignment to a Lender or Lender, an Affiliate of a Lender (x) having a rating of “A3” by Xxxxx’x or “A-” by S&P, (y) being of substantially equivalent creditworthiness to an entity having a rating of “A3” by Xxxxx’x or “A-” by S&P (with credit ratings at least as reasonably determined by good as the Borrower) or (z) being of substantially equivalent creditworthiness to the applicable assignor (as reasonably determined by the Borrower)assigning Lender, or, if an Event of Default has occurred and is continuing, any other assignee, and (ii) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; and (B) the Administrative AgentAgent and, in the case of an assignment of Revolving Commitments, the Issuing Banks; provided that no consent of the Administrative Agent shall be required for an assignment by a Lender to a Lender or an Affiliate of a Lender with prior written notice by such credit ratings at least as good as the assigning Lender to the Administrative AgentLender.

Assignments Generally. Subject to the conditions set forth in clause paragraph (iib)(ii) below, any Lender may assign to one or more assignees assignees, other than a natural person, a Disqualified Lender, any Loan Party or any of its Affiliates, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of: (A) the Borrower; provided that (i) no consent of the Borrower shall be required for an assignment to a Lender or Lender, an Affiliate of a Lender (x) having a rating of “A3” by Xxxxx’x or “A-” by S&PLender, (y) being of substantially equivalent creditworthiness to an entity having a rating of “A3” by Xxxxx’x or “A-” by S&P (as reasonably determined by the Borrower) or (z) being of substantially equivalent creditworthiness to the applicable assignor (as reasonably determined by the Borrower), Approved Fund or, if an Event of Default has occurred and is continuing, any other assigneePerson (other than a natural person or a Disqualified Lender); provided, and (ii) further, that the Borrower shall be deemed to have consented to any such assignment unless it the Borrower shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; and; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment by a Lender to a Lender or Lender, an Affiliate of a Lender with prior written notice by or an Approved Fund; and (C) (in the case of assignments of the Revolving Credit Commitment and Revolving Credit Loans) each Issuing Lender, unless such assigning Lender assignment is to the Administrative Agentanother Revolving Credit Lender, in which case such consent is not required.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may 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 Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of: : (A) the Borrower; , provided that (i) other than with respect to assignments to a Disqualified Lender, no consent of the Borrower shall be required for an assignment to a Lender or Lender, an Affiliate of a Lender (x) having a rating of “A3” by Xxxxx’x or “A-” by S&P, (y) being of substantially equivalent creditworthiness to an entity having a rating of “A3” by Xxxxx’x or “A-” by S&P (as reasonably determined by the Borrower) or (z) being of substantially equivalent creditworthiness to the applicable assignor (as reasonably determined by the Borrower)Lender, or, if an Event of Default has occurred and is continuing, any other assignee, (ii) no consent of the Borrower shall be required for an assignment to any Disqualified Lender if an Event of Default described in Section 7.01(a), (b), (h), (i), or (j) has occurred and is continuing and (iiiii) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received written notice thereof; and and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment by a Lender to a Lender or an Affiliate of a Lender with prior written notice by such assigning Lender to the Administrative Agent. Notwithstanding anything to the contrary contained herein, Xxxxxxxx’s consent shall be required with respect to an assignment to any Disqualified Xxxxxx. The Administrative Agent shall provide, and the Borrower hereby expressly authorizes the Administrative Agent to provide, the Disqualified Lender list to each Lender requesting the same.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may 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 Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of: (A) the Borrower; provided that (i) no consent of the Borrower shall be required for an assignment to a Lender or an Affiliate of a Lender (x) having a rating 00000000.0.XXXXXXXX of “A3” by Xxxxx’x or “A-” by S&P, (y) being of substantially equivalent creditworthiness to an entity having a rating of “A3” by Xxxxx’x or “A-” by S&P (as reasonably determined by the Borrower) or (z) being of substantially equivalent creditworthiness to the applicable assignor (as reasonably determined by the Borrower), or, if an Event of Default has occurred and is continuing, any other assignee, and (ii) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment by a Lender to a Lender or an Affiliate of a Lender with prior written notice by such assigning Lender to the Administrative Agent.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may 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 Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of: (A) the Borrower; , provided that (i) no consent of the Borrower shall be required for an assignment to a Lender or Lender, an Affiliate of a Lender (x) having a rating of “A3” by Xxxxx’x or “A-” by S&P, (y) being of substantially equivalent creditworthiness to an entity having a rating of “A3” by Xxxxx’x or “A-” by S&P (as reasonably determined by the Borrower) or (z) being of substantially equivalent creditworthiness to the applicable assignor (as reasonably determined by the Borrower)Lender, or, if an Event of Default has occurred and is continuing, any other assignee, (ii) no consent of the Borrower shall be required for an assignment to any Disqualified Lender if an Event of Default described in Section 7.01(a), (b), (h), (i), or (j) has occurred and is continuing and (iiiii) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received written notice thereof; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment by a Lender to a Lender or an Affiliate of a Lender with prior written notice by such assigning Lender to the Administrative Agent. Notwithstanding anything to the contrary contained herein, Bxxxxxxx’s consent shall be required with respect to an assignment to any Disqualified Lxxxxx. The Administrative Agent shall provide, and the Borrower hereby expressly authorizes the Administrative Agent to provide, the Disqualified Lender list to each Lender requesting the same.

Assignments Generally. Subject to the conditions set forth in clause paragraph (iib)(ii) below, any Lender may assign to one or more assignees assignees, other than a natural person or, a Disqualified Lender or a Defaulting Lender, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned withheld or delayed) of: (A) the Borrower; provided that (i) no consent of the Borrower shall be required for an assignment to a Lender or Lender, an Affiliate of a Lender (x) having a rating of “A3” by Xxxxx’x or “A-” by S&PLender, (y) being of substantially equivalent creditworthiness to an entity having a rating of “A3” by Xxxxx’x or “A-” by S&P (as reasonably determined by the Borrower) or (z) being of substantially equivalent creditworthiness to the applicable assignor (as reasonably determined by the Borrower), Approved Fund or, if an Event of Default has occurred and is continuing, any other assigneePerson (other than a natural person or, and (ii) a Disqualified Lender or a Defaulting Lender); provided further, that the Borrower shall be deemed to have consented to any such assignment unless it the Borrower shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; and; (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment by a Lender to a Lender or Lender, an Affiliate of a Lender with prior written notice by or an Approved Fund; and (C) (in the case of assignments of the Revolving Credit Commitment and Revolving Credit Loans) each Issuing Lender, unless such assigning Lender assignment is to the Administrative Agentanother Revolving Credit Lender, in which case such consent is not required.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may 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 Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed; provided that, in the case of the Borrower, it shall be deemed reasonable to object to an assignment to any Direct Competitor) of: (A) the Borrower; , provided that (i) no consent of the Borrower shall be required for an assignment to a Lender or Lender, an Affiliate of a Lender (x) having a rating of “A3” by Xxxxx’x or “A-” by S&P, (y) being of substantially equivalent creditworthiness to an entity having a rating of “A3” by Xxxxx’x or “A-” by S&P (as reasonably determined by the Borrower) or (z) being of substantially equivalent creditworthiness to the applicable assignor (as reasonably determined by the Borrower)Lender, or, if an Event of Default has occurred and is continuing, any other assignee, and (ii) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received written notice thereof; and (B) the Administrative Agent; Agent and, in the case of an assignment of Multicurrency Loans or Commitments, the Issuing Bank, provided that no consent of the Administrative Agent or the Issuing Bank shall be required for an assignment by a Lender to a Lender or an Affiliate of a Lender with prior written notice by such assigning Lender to the Administrative AgentAgent and the Issuing Bank.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may 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 Loans and LC Exposure at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of: : (A) the Borrower; provided that (i) no consent of the Borrower shall be required for an assignment to a Lender or Lender, an Affiliate of a Lender (x) having a rating of “A3” by Xxxxx’x or “A-” by S&P, (y) being of substantially equivalent creditworthiness to an entity having a rating of “A3” by Xxxxx’x or “A-” by S&P (as reasonably determined by the Borrower) or (z) being of substantially equivalent creditworthiness to the applicable assignor (as reasonably determined by the Borrower)Lender, or, if a Default or an Event of Default has occurred and is continuing, any other assignee, and (ii) the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten five (105) Business Days after having received written notice thereof; and and (B) the Administrative AgentAgent and the Issuing Bank; provided that no consent of the Administrative Agent or the Issuing Bank shall be required for an assignment by a Lender to a Lender or an Affiliate of a Lender with prior written notice by such assigning Lender to the Administrative AgentAgent and the Issuing Bank. Notwithstanding anything to the contrary contained herein, Borrower’s consent shall be required with respect to an assignment to any Disqualified Lender unless an Event of Default under clause (a), (b), (i), (j) or (k) has occurred and is continuing. The Administrative Agent shall provide, and the Borrower hereby expressly authorizes the Administrative Agent to provide, the Disqualified Lender list to each Lender requesting the same.

Assignments Generally. Subject to the conditions set forth in clause (ii) below, any Lender may assign to one or more assignees (other than natural persons (or a holding company, investments vehicle, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural Person) or any Defaulting Lender) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned withheld or delayed) of: (A) the Borrower; provided that (i) no consent of the Borrower shall be required for an assignment to a Lender or Lender, an Affiliate of a Lender (x) having a rating of “A3” by Xxxxx’x or “A-” by S&P, (y) being of substantially equivalent creditworthiness to an entity having a rating of “A3” by Xxxxx’x or “A-” by S&P (as reasonably determined by the Borrower) or (z) being of substantially equivalent creditworthiness to the applicable assignor (as reasonably determined by the Borrower)Lender, or, if an Event of Default has occurred and is continuing, any other assignee; provided, and (ii) further, that the Borrower shall be deemed to have consented to any such assignment unless it shall object have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received written notice thereof; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment by a Lender to a another Lender or an Affiliate of a such Lender with prior written notice by such credit ratings at least as good as the assigning Lender to the Administrative AgentLender.