Common use of Assignments, Participations, etc Clause in Contracts

Assignments, Participations, etc. (a) The Bank may, with the written consent of the Borrowers (which consent shall not be unreasonably withheld, which consent shall be evidenced by certified copies of resolutions of the Boards of Directors/Trustees of such Borrowers approving such consent, and which consent shall not be required from a Borrower with respect to which an Event of Default has occurred and is continuing) at any time assign and delegate to one or more Eligible Assignees (defined below) (each an "ASSIGNEE") all, or any ratable part of all, of the Loans, the Commitment and the other rights and obligations of the Bank hereunder, in a minimum amount of U.S.$10,000,000; PROVIDED that if any assignment and delegation by the Bank is to an Eligible Assignee that is an affiliate of the Bank, no written consent of the Borrowers shall be required; and PROVIDED, FURTHER, that the Borrowers may continue to deal solely and directly with the Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, TOGETHER WITH payment instructions, addresses, and related information with respect to the Assignee, shall have been given to the Borrowers by the

Assignments, Participations, etc. (a) The Bank Any Lender may, with the written consent of the Borrowers (Company at all times other than during the existence of an Event of Default or a Default and of the Agent, which consent consents shall not be unreasonably withheld, which consent shall be evidenced by certified copies of resolutions of the Boards of Directors/Trustees of such Borrowers approving such consent, and which consent shall not be required from a Borrower with respect to which an Event of Default has occurred and is continuing) at any time assign and delegate to one or more Eligible Assignees (defined belowprovided that no written consent of the Company or the Agent shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender or, to another Lender) (each an "ASSIGNEEAssignee") all, or any ratable part of all(x) its Term Loan Commitment and Term Loans, and (y) its Revolving Loan Commitment and Revolving Loans (including its interest in the L/C Obligations) (and in the case of the Swing Line Lender, all of its Swing Line Loan Commitment and Swing Line Loans, the Commitment and but only to a Person who has been appointed a successor Agent pursuant to subsection 10.09), in each case together with the other rights and obligations of such Lender hereunder with respect to the Bank hereunderCommitments and Loans being so assigned and delegated, in a minimum amount of U.S.$10,000,000; PROVIDED that $5,000,000 or if any assignment and delegation by the Bank is to an Eligible Assignee that is an affiliate of the Bankless, no written consent of the Borrowers shall be required; and PROVIDED, FURTHER, that the Borrowers may continue to deal solely and directly with the Bank in connection with the interest so assigned to an Assignee until (i) written notice all of such assignment, TOGETHER WITH payment instructions, addresses, assignor Lender's rights and related information with respect to the Assignee, shall have been given to the Borrowers by theobligations with

Assignments, Participations, etc. (a) The Any Bank may, with the written consent of the Borrowers (Agent and the Company, which consent shall not be unreasonably withheld, which consent shall be evidenced by certified copies of resolutions of the Boards of Directors/Trustees of such Borrowers approving such consent, and which consent shall not be required from a Borrower with respect to which an Event of Default has occurred and is continuing) at any time assign and delegate to one or more Eligible Assignees (defined below) and, with notice to the Agent, but without the consent of the Agent, may assign to any of its wholly-owned bank Affiliates (each an "ASSIGNEEAssignee") all, all or any ratable part of all, of the Loans, Loans or the Commitment and the or any other rights and or obligations of the such Bank hereunder, hereunder in a minimum amount equal to the lesser of U.S.$10,000,000(i) such Bank's Commitment and (ii) $10,000,000; PROVIDED that if any assignment and delegation by the Bank is to an Eligible Assignee that is an affiliate of the Bankprovided, no written consent of the Borrowers shall be required; and PROVIDED, FURTHERhowever, that the Borrowers Commitment of any Bank after giving effect to any assignment shall not be less than $10,000,000; provided, further, that the Company and the Agent may continue to deal solely and directly with the such Bank in connection with the interest interests so assigned to an Assignee until (i) written notice of such assignment, TOGETHER WITH together with payment instructions, addresses, addresses and related information with respect to the Assignee, shall have been given to the Borrowers Company and the Agent by thesuch Bank and the Assignee and (ii) such Bank and its Assignee shall have delivered to the Company and the Agent a Notice of Commitment Assignment Notice and Acceptance substantially in the form of Exhibit C ("Notice of Assignment and Acceptance"); and (iii) the processing fees of $5,000 shall have

Assignments, Participations, etc. (a) The Any Bank may, with the written consent of the Borrowers Company (at all times other than during the existence of an Event of Default), the Agent and the Issuing Bank, which consent of the Company shall not be unreasonably withheld, which consent shall be evidenced by certified copies of resolutions of the Boards of Directors/Trustees of such Borrowers approving such consent, and which consent shall not be required from a Borrower with respect to which an Event of Default has occurred and is continuing) at any time assign and delegate to one or more Eligible Assignees (defined belowprovided that no written consent of the Company, the Agent or the Issuing Bank shall be required in connection with any assignment and delegation by a Bank to an Eligible Assignee that is an Affiliate of such Bank) (each an "ASSIGNEEAssignee") all, -------- or any ratable part of all, of the Loans, the Commitment Commitments, the L/C Obligations and the other rights and obligations of the such Bank hereunder, in a minimum amount of U.S.$10,000,000$10,000,000; PROVIDED provided, however, that if any (i) such assignment and delegation by the Bank is to an Eligible Assignee that is an affiliate of the Bank, no written consent of the Borrowers shall be requirednull and -------- ------- void if not undertaken on a pro rata basis between the Acquisition Revolving Loans and Commitments and the W/C Revolving Loans and Commitments; (ii) the Company and PROVIDED, FURTHER, that the Borrowers Agent may continue to deal solely and directly with the such Bank in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, TOGETHER WITH together with payment instructions, addresses, addresses and related information with respect to the Assignee, shall have been given to the Borrowers Company and the Agent by thesuch Bank and

Assignments, Participations, etc. (a) The Bank Any Lender may, with the written consent of the Borrowers Company (at all times other than during the existence of an Event of Default or Unmatured Event of Default) and the Agent, which consent consents shall not be unreasonably withheld, which consent shall be evidenced by certified copies of resolutions of the Boards of Directors/Trustees of such Borrowers approving such consent, and which consent shall not be required from a Borrower with respect to which an Event of Default has occurred and is continuing) at any time assign and delegate to one or more Eligible Assignees (defined belowprovided that no written consent of the Company or the Agent shall be required in connection with any assignment and delegation by a Lender to an Eligible Assignee that is an Affiliate of such Lender) (each an "ASSIGNEEAssignee") all, or any ratable part of all, of the Committed Loans, the Commitment and the other rights and obligations of such Lender hereunder; provided that (i) except in the Bank case of an assignment by a Lender of all of its remaining rights and obligations hereunder, in a minimum the amount of U.S.$10,000,000; PROVIDED that if any assignment and delegation by the Bank is to an Eligible Assignee that is an affiliate of the Bank, no written consent of the Borrowers Commitment so assigned shall not be requiredless than $5,000,000; and PROVIDED, FURTHER, that (ii) the Borrowers Company and the Agent may continue to deal solely and directly with the Bank such Lender in connection with the interest so assigned to an Assignee until (ix) written notice of such assignment, TOGETHER WITH together with payment instructions, addresses, addresses and related information with respect to the Assignee, shall have been given to the Borrowers Company and the Agent by thesuch Lender and the Assignee; (y) such Lender and its Assignee shall have delivered to the Company and