Assignees and Assignment Procedures. Each Lender may (a) without the consent of the Agent or the Company if the proposed assignee is already a Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Lender is a Subsidiary, or (b) otherwise with the consents of the Agent and (so long as no Event of Default exists) the Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents, including all or a portion, which need not be pro rata between the Loan and the Letter of Credit Exposure, of its Commitment, the portion of the Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as a Letter of Credit Issuer; provided, however, that:
Assignees and Assignment Procedures. Each Lender may (a) without the consent of the Agent or the Company if the proposed assignee is already a Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Lender is a Wholly Owned Subsidiary, or (b) otherwise with the consents of the Agent and (so long as no Event of Default has occurred and is continuing) the Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents, including all or a portion, which shall be pro rata between the Revolving Loan and the Letter of Credit Exposure, of its Commitment, the portion of the Revolving Loan, and the Letter of Credit Exposure at the time owing to it and the Revolving Notes held by it but excluding its rights and obligations as a Letter of Credit Issuer; provided, however, that:
Assignees and Assignment Procedures. Each Lender may (a) without the consent of the Agent or the Borrowers if the proposed assignee is already a Lender hereunder or a wholly owned subsidiary of the same corporate parent of which the assigning Lender is a subsidiary, or (b) otherwise with the consents of the Agent and (so long as no Event of Default exists) the Parent (which consents shall not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an “Assignee”) all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents, including all or a portion of its Commitment, its Percentage Interest in the aggregate principal amount of the Loans at the time owing to it and the Notes held by it; provided, however, that:
Assignees and Assignment Procedures. Each Lender may, with the consent of (a) the Administrative Agent and (b) so long as (i) no Event of Default exists and (ii) the proposed assignee is not already a Lender hereunder or an Affiliate or Approved Fund of any Lender hereunder, the Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more banks, mutual funds or other financial institutions (each, an “Assignee”) all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents, including all or a portion, which need not be pro rata between the Working Capital Loans and the Letter of Credit Exposure, of its Loans or Working Capital Commitments, any Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as a Letter of Credit Issuer; provided, however, that
Assignees and Assignment Procedures. Each Lender may (a) ----------------------------------- without the consent of the Agent or the Company if the proposed assignee is already a Lender hereunder, a Related Fund or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Lender or any other Lender is a Subsidiary, or (b) otherwise with the consent of the Agent and, so long as no Event of Default exists, with the consent of the Company (which consent shall not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks, investment companies other financial institutions or mutual funds (each, an "Assignee") all or a portion of its interests, rights and -------- obligations under this Agreement and the other Credit Documents, including all or a portion, which need not be pro rata between the Revolving Loan, Incremental Revolving Loan, Incremental Term Loan and the Letter of Credit Exposure, of its Commitment, the portion of the Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as a Letter of Credit Issuer; provided, however, that: -------- -------
Assignees and Assignment Procedures. Each Lender may, in compliance with applicable laws in connection with such assignment and in accordance with this Section 11.2.1, assign to one or more Eligible Transferees (each, an “Assignee”) all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents, including all or a portion of its Commitment, the portion of the Loan at the time owing to it and the Note held by it; provided, however, that:
Assignees and Assignment Procedures. Each Lender may (i) without the consent of Agent or Borrower if the proposed assignee is already a Lender hereunder or a wholly owned Subsidiary of the same corporate parent of which the assigning Lender is a Subsidiary, or (ii) otherwise with the prior written consent of Agent and (so long as no Default or Event of Default exists) Borrower (which such consents shall not be unreasonably withheld, delayed or conditioned and shall be deemed granted if Borrower fails to object to such assignment within ten (10) days after notice thereof), in compliance with applicable Laws in connection with such assignment, assign to one or more commercial lenders or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents, including all or a portion, which need not be pro rata among the Loans and the Letters of Credit, of its Commitment, the portion of the Loans and Letters of Credit at the time owing to it and the Notes held by it, but excluding its rights and obligations as Agent; provided, however, that:
Assignees and Assignment Procedures. Each Domestic Lender and Canadian Lender may, in compliance with applicable laws in connection with such assignment, assign to one or more Eligible Domestic Assignees or Eligible Canadian Assignees, as the case may be (each, an "Assignee"), all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents, including all or a portion of its Commitment, the portion of the Loan and Letter of Credit Exposure at the time owing to it and any Notes held by it, but excluding its rights and obligations as a Domestic Letter of Credit Issuer or Canadian Letter of Credit Issuer; provided, however, that the parties to each such assignment shall execute and deliver to the Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form of Exhibit 11.1.1, together with the Note subject to such assignment and, except in the event of a transfer pursuant to Section 11.3 or to another Lender, any Eligible Domestic Assignee or Eligible Canadian Assignee that acquires all or a substantial portion of the assets of a Lender or an Affiliate of a Lender, a processing fee of $3,500 payable to the Domestic Agent or the Canadian Agent, as the case may be, by the assigning Lender (or as the assigning Lender and the Assignee may otherwise agree between themselves). Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five Banking Days after the execution thereof unless waived by the Agent):
Assignees and Assignment Procedures. Each Lender may, in compliance with applicable laws in connection with such assignment, assign to one or more Eligible Assignees (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents, including all or a portion, which need not be pro rata between the 364-Day Revolving Loan and the Three-Year Revolving Loan, of its Commitment, the portion of the 364-Day Revolving Loan or the Three-Year Revolving Loan at the time owing to it and any Revolving Notes held by it; provided, however, that:
Assignees and Assignment Procedures. Each Lender may, in compliance with applicable laws in connection with such assignment, assign to one or more Eligible Assignees (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Credit Documents, including all or a portion of its Commitment, the portion of the Loan and Letter of Credit Exposure at the time owing to it and any Notes held by it, but excluding its rights and obligations as a Letter of Credit Issuer; provided, however, that the parties to each such assignment shall execute and deliver to the Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form of Exhibit 11.1.1, together with the Note subject to such assignment and, except in the event of a transfer pursuant to Section 11.3 or to another Lender, any Eligible Assignee that acquires all or a substantial portion of the assets of a Lender or an Affiliate of a Lender, a processing fee of $3,500 payable to the Agent by the assigning Lender (or as the assigning Lender and the Assignee may otherwise agree between themselves). Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five Banking Days after the execution thereof unless waived by the Agent):
