Common use of Assignees and Assignment Procedures Clause in Contracts

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, 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 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, investment companies, other financial institutions or mutual funds in the business of making or purchasing loans similar to the Credit Obligations (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, the English Loan and the Letter of Credit Exposure, of its Commitment, the portion of the Revolving Loan, the English Loan and Letter of Credit Exposure at the time owing to it and any Note held by it, but excluding its rights and obligations as a Letter of Credit Issuer; provided, however, that: (i) the aggregate amount of the Commitment of the assigning Lender subject to each such assignment to any Assignee other than another Lender, 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 (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall be not less than $3,500,000 and in increments of $500,000 (or, if less, the entire remaining amount of the assigning Lender's Commitment); (ii) 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, a processing and recordation fee of $3,000 payable to the Agent by the assigning Lender (or as the assigning Lender and the Assignee may otherwise agree between themselves); and (iii) in the case of an assignment to which the Borrowers have not provided consent, the Borrowers are not subject to any increase in its tax liability. 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): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.3.4, 3.6 and 9, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Lender may (a) ----------------------------------- without the consent of the Agent or the Borrowers 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 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, investment companies, other financial institutions or mutual funds in the business of making or purchasing loans similar to the Credit Obligations (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, the English Canadian Loan and the Letter of Credit Exposure, of its Commitment, the portion of the Revolving Loan, the English Loan and Letter of Credit Exposure at the time owing to it and any Note Notes held by it, but excluding its rights and obligations as a Letter of Credit Issuer; provided, however, that:: -------- ------- (i) the aggregate amount of the Commitment of the assigning Lender subject to each such assignment to any Assignee other than another Lender, 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 (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall be not less than $3,500,000 2,500,000 and in increments of $500,000 1,000,000 (or, if less, the entire remaining amount of the assigning Lender's Commitment);; and (ii) 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, a processing and recordation fee of $3,000 payable to the Agent by the assigning Lender (or as the assigning Lender and the Assignee may otherwise agree between themselves); and (iii) in the case of an assignment to which the Borrowers have not provided consent, the Borrowers are not subject to any increase in its tax liability. 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): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.3.43.2.4, 3.6 3.5 and 9, as well as to any fees accrued for its account hereunder and not yet paid).