Example ContractsClausesacceptance of assignments by administrative agentVariants
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Assignments.Permitted Assignments. Any Lender may at any time assign to one or more banks or other entities (“Purchasers”), other than an Ineligible Institution, all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of [Exhibit D] or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”). Each such assignment with respect to a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund shall, unless otherwise consented to in writing by the Administrative Agent and, so long as no Default has occurred and is continuing, (provided that 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 notice thereof) # in the case of any assignment of any Revolving Loan Commitment or Revolving Credit Obligations, either be in an amount equal to the entire applicable Revolving Loan Commitment and Revolving Credit Obligations of the assigning Lender or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, otherwise consents) be in an aggregate amount of or an integral multiple of in excess thereof or # in the case of any assignment of any Term Loan, either be in an amount equal to the entire outstanding principal amount of the Term Loans of the assigning Lender or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, otherwise consents) be in an aggregate amount of or an integral multiple of in excess thereof. The amount of the assignment shall be based on the Revolving Loan Commitment and Revolving Credit Obligations subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the Assignment Agreement.

Assignments.Permitted Assignments. Any Lender may at any time assign to one or more banks or other entities (“Purchasers”(“Purchasers), other than an Ineligible Institution, all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of [Exhibit D] or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”Assignment Agreement). Each such assignment with respect to a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund shall, unless otherwise consented to in writing by the Administrative Agent and, so long as no Default has occurred and is continuing, the Company (provided that the Company 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 notice thereof) # in the case of any assignment of any Revolving Loan Commitment or Revolving Credit Obligations, either be in an amount equal to the entire applicable Revolving Loan Commitment and Revolving Credit Obligations of the assigning Lender or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, the Company otherwise consents) be in an aggregate amount of or an integral multiple of in excess thereof or # in the case of any assignment of any Term Loan Commitment or Term Loan, either be in an amount equal to the entire applicable Term Loan Commitment or the outstanding principal amount of the Term Loans of the assigning Lender or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, the Company otherwise consents) be in an aggregate amount of or an integral multiple of in excess thereof. The amount of the assignment shall be based on the Revolving Loan Commitment and Revolving Credit Obligations or Term Loan Commitment and Term Loans subject to the assignment, determined as of the date of such assignment or as of the “Trade“Trade Date,” if the “Trade Date”Trade Date is specified in the Assignment Agreement.

Assignments.Permitted Assignments. Any Lender may at any time assign to one or more banks or other entities (“Purchasers”), other than an Ineligible Institution,Institutions (“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of [Exhibit D]G] or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”).thereto. Each such assignment with respect to a Purchaser which is not a Lender,Lender or an Affiliate of a Lender or an Approved Fund shall, unlessshall either be in an amount equal to the entire applicable Commitment and Loans of the assigning Lender or (unless each of the Borrowers and the Agent otherwise consented toconsents) be in writing byan aggregate amount not less than ; provided, that # the Administrative Agent and, so long as noforegoing consent of the Borrowers shall not be required if a Default has occurred and is continuing, (provided that and # each 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)10 Business Days after having received notice thereof) # in the case of any assignment of any Revolving Loan Commitment or Revolving Credit Obligations, either be in an amount equal to the entire applicable Revolving Loan Commitment and Revolving Credit Obligations of the assigning Lender or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, otherwise consents) be in an aggregate amount of or an integral multiple of in excess thereof or # in the case of any assignment of any Term Loan, either be in an amount equal to the entire outstanding principal amount of the Term Loans of the assigning Lender or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, otherwise consents) be in an aggregate amount of or an integral multiple of in excess thereof. The amount of the assignment shall be based on the Revolving Loan Commitment and Revolving Credit Obligationsor outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the Assignment Agreement.assignment.

Assignments.Permitted Assignments. Any Lender may at any time assign to one or more banks or other entities (“Purchasers”), other than an Ineligible Institution,Institutions (“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of [Exhibit D]G] or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”).thereto. Each such assignment with respect to a Purchaser which is not a Lender,Lender or an Affiliate of a Lender or an Approved Fund shall, unlessshall either be in an amount equal to the entire applicable Commitment and Loans of the assigning Lender or (unless each of the Company and the Agent otherwise consented toconsents) be in writing byan aggregate amount not less than ; provided, that # the Administrative Agent and, so long as noforegoing consent of the Company shall not be required if a Default has occurred and is continuing, (provided that and # the Company 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)10 Business Days after having received notice thereof) # in the case of any assignment of any Revolving Loan Commitment or Revolving Credit Obligations, either be in an amount equal to the entire applicable Revolving Loan Commitment and Revolving Credit Obligations of the assigning Lender or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, otherwise consents) be in an aggregate amount of or an integral multiple of in excess thereof or # in the case of any assignment of any Term Loan, either be in an amount equal to the entire outstanding principal amount of the Term Loans of the assigning Lender or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, otherwise consents) be in an aggregate amount of or an integral multiple of in excess thereof. The amount of the assignment shall be based on the Revolving Loan Commitment and Revolving Credit Obligationsor outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade“Trade Date,” if the “Trade Date”Trade Date is specified in the Assignment Agreement.assignment.

Assignments.Permitted Assignments. Any Lender may at any time assign to one or more banks or other entities (“Purchasers”), other than an Ineligible Institution,Institutions (“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of [Exhibit D]G] or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”).thereto. Each such assignment with respect to a Purchaser which is not a Lender,Lender or an Affiliate of a Lender or an Approved Fund shall, unlessshall either be in an amount equal to the entire applicable Commitment and Loans of the assigning Lender or (unless each of the Company and the Agent otherwise consented toconsents) be in writing byan aggregate amount not less than ; provided, that # the Administrative Agent and, so long as noforegoing consent of the Company shall not be required if a Default has occurred and is continuing, (provided that and # the Company 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)10 Business Days after having received notice thereof) # in the case of any assignment of any Revolving Loan Commitment or Revolving Credit Obligations, either be in an amount equal to the entire applicable Revolving Loan Commitment and Revolving Credit Obligations of the assigning Lender or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, otherwise consents) be in an aggregate amount of or an integral multiple of in excess thereof or # in the case of any assignment of any Term Loan, either be in an amount equal to the entire outstanding principal amount of the Term Loans of the assigning Lender or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, otherwise consents) be in an aggregate amount of or an integral multiple of in excess thereof. The amount of the assignment shall be based on the Revolving Loan Commitment and Revolving Credit Obligationsor outstanding Loans (if the Commitment has been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade“Trade Date,” if the “Trade Date”Trade Date is specified in the Assignment Agreement.assignment.

Assignments.Permitted Assignments. Any Lender may at any time assign to one or more banks or other entities (“Purchasers”), other than an Ineligible Institution,Institutions (“Purchasers”) all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of [Exhibit D]C] or in such other form as may be agreed to by the parties thereto (each such agreement, an “Assignment Agreement”).thereto. Each such assignment with respect to a Purchaser which is not a Lender,Lender or an Affiliate of a Lender or an Approved Fund shall, unlessshall either be in an amount equal to the entire applicable Commitment and Loan of the assigning Lender or (unless each of the Borrower and the Agent otherwise consented toconsents) be in writing byan aggregate amount not less than ; provided, that # the Administrative Agent and, so long as noforegoing consent of the Borrower shall not be required if a Default has occurred and is continuing, (provided that and # 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)10 Business Days after having received notice thereof) # in the case of any assignment of any Revolving Loan Commitment or Revolving Credit Obligations, either be in an amount equal to the entire applicable Revolving Loan Commitment and Revolving Credit Obligations of the assigning Lender or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, otherwise consents) be in an aggregate amount of or an integral multiple of in excess thereof or # in the case of any assignment of any Term Loan, either be in an amount equal to the entire outstanding principal amount of the Term Loans of the assigning Lender or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, otherwise consents) be in an aggregate amount of or an integral multiple of in excess thereof. The amount of the assignment shall be based on the RevolvingCommitment or outstanding Loan (if the Commitment and Revolving Credit Obligationshas been terminated) subject to the assignment, determined as of the date of such assignment or as of the “Trade“Trade Date,” if the “Trade Date”Trade Date is specified in the Assignment Agreement.assignment. Any consent required under this [Section 13.3.1] shall not be unreasonably withheld or delayed.

Assignments.Permitted Assignments. Any Lender maymay, in accordance with applicable law, at any time assign to one or more banks or other entities (“Purchasers”), other than an Ineligible Institution,Purchasers all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of [Exhibit D]B] or in such other form as may be agreed to by the parties thereto (each such agreement,thereto. The consent of the Borrower and the Administrative Agent shall be required prior to an “Assignment Agreement”). Each such assignment becoming effective with respect to a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund shall, unless otherwise consented to in writing by the Administrative Agent and, so long as noAffiliate thereof; provided that if a Default has occurred and is continuing, (providedthe consent of the Borrower shall not be required; and provided further, that 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)5 Business Days after having received notice thereof) # in the case of anythereof. Each such consent shall not be unreasonably withheld or delayed. Each such assignment of any Revolving Loan Commitment or Revolving Credit Obligations, either be in an amount equalwith respect to the entire applicable Revolving Loan Commitment and Revolving Credit Obligations of the assigninga Purchaser which is not a Lender or an Affiliate thereof shall (unless each of the Borrower and the Administrative Agent and, if no Default has occurred and is continuing, otherwise consents) be in an aggregate amount not less than the lesser of # or an integral multiple of in excess thereof or # in the case of any assignment of any Term Loan, either be in an amount equal to the entire outstanding principalremaining amount of the Term Loans of the assigning Lender or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, otherwise consents) be in an aggregate amount of or an integral multiple of in excess thereof. The amount of the assignment shall be based on the Revolving LoanLender’s Commitment and Revolving Credit Obligations subject to the assignment, determined(calculated as ofat the date of such assignmentassignment) or as ofOutstanding Credit Exposure (if the “Trade Date,” if the “Trade Date” is specified in the Assignment Agreement.applicable Commitment has been terminated).

Assignments.Permitted Assignments. Any Lender may at any time assign to one or more banks or other entities (“Purchasers”), other than an Ineligible Institution, all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantially in the form of [Exhibit D]C] or in such other form as may be agreed to by the parties thereto (each such agreement,thereto. The consent of the Borrower and the Administrative Agent shall be required prior to an “Assignment Agreement”).assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate thereof; provided that if a Default has occurred and is continuing, the consent of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Each such assignment with respect to a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund shall, unless otherwise consented to in writing by the Administrative Agent and, so long as no Default has occurred and is continuing, (provided that Affiliate thereof 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 notice thereof) # in the case of any assignment of any Revolving Loan Commitment or Revolving Credit Obligations, either be in an amount equal to the entire applicable Revolving Loan Commitment and Revolving Credit Obligations of the assigning Lender or (unless each of the Borrower and the Administrative Agent and, if no Default has occurred and is continuing, otherwise consents) be in an aggregate amount not less than the lesser of or an integral multiple of in excess thereof or # in the case of any assignment of any Term Loan, either be in an amount equal to the entire outstanding principal amount of the Term Loans of the assigning Lender or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, otherwise consents) be in an aggregate amount of or an integral multiple of in excess thereof. The amount of the assignment shall be based on the Revolving Loan Commitment and Revolving Credit Obligations subject to the assignment, determined as of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the Assignment Agreement.(i)

Assignments.Permitted Assignments. Any Lender may at any time assign to one or more banks or other entities (“Purchasers”), other than an Ineligible Institution, all or any part of its rights and obligations under the Loan Documents. Such assignment shall be evidenced by an agreement substantiallyexcept in the formcase of [Exhibit D] or in such other form as may be agreedan assignment to by the parties thereto (each such agreement, an “Assignment Agreement”). Each such assignment with respect to a Purchaser which is not a Lender, an Affiliate of a Lender or an Approved Fund shall, unless otherwise consented to in writing by the Administrative Agent and, so long as no Default has occurred and is continuing, (provided that 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 notice thereof) # in the case of anyor an assignment of any Revolving Loan Commitment or Revolving Credit Obligations, either be in an amount equal to the entire applicable Revolving Loan Commitment and Revolving Credit Obligationsremaining amount of the assigning LenderLender’s Commitment or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, otherwise consents) be in an aggregate amount of or an integral multiple of in excess thereof or # in the caseLoans of any assignment of any Term Loan, either be in an amount equal toClass, the entire outstanding principal amount of the TermCommitment or Loans of the assigning Lender or (unlesssubject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent and, if no Default has occurred and is continuing, otherwise consents)Agent) shall not be inless than an aggregate amount of (in the case of each Revolving Credit Loan or Revolving Credit Commitment), (in the case of a Term Loan), and shall be in increments of an integral multipleamount of (in the case of each Revolving Credit Loan or Revolving Credit Commitment) or (in the case of Term Loans) in excess thereof. The amountthereof (provided that simultaneous assignments to or from two or more Approved Funds shall be aggregated for purposes of determining compliance with this ‎[Section 10.07(b)(ii)(A)]), unless each of the assignmentBorrower and the Administrative Agent otherwise consents; provided that such amounts shall be based on the Revolving Loan Commitmentaggregated in respect of each Lender and Revolving Credit Obligations subject to the assignment, determined as of the date of such assignmentits Affiliates or as of the “Trade Date,”Approved Funds, if the “Trade Date” is specified in the Assignment Agreement.any;

Assignments.Permitted Assignments. Any Lender may at any time assign to one or more banks or other entities (“Purchasers”), other than an Ineligible Institution,Eligible Assignees all or any parta portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loan Documents. Such assignment shall be evidenced by an agreement substantiallyLoans and/or Letter of Credit Liabilities at the time owing to it); provided that # except in the formcase of [Exhibit D]an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans and/or Letter of Credit Liabilities at the time owing to it or in such other form as may be agreed to by the parties thereto (each such agreement,case of an “Assignment Agreement”). Each such assignment with respect to a Purchaser which is not a Lender,Lender or an Affiliateaffiliate of a Lender or an Approved Fund shall,with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans and/or Letter of Credit Liabilities outstanding thereunder) subject to each such assignment (determined as of the date the Assignment and Assumption Agreement, as hereinafter defined, with respect to such assignment is delivered to the Administrative Agent) shall not be less than , unless otherwise consented to in writing byeach of the Administrative Agent and, so long as no Event of Default with respect to such Borrower has occurred and is continuing, (provided that each Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); # each partial assignment shall be deemedmade as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to have consentedthe Loan and/or Letter of Credit Liability or the Commitment assigned and # the parties to any sucheach assignment unless it shall object thereto by written noticeexecute and deliver to the Administrative Agent within ten (10) Business Daysan agreement, substantially in the form of [Exhibit I] hereto (an “Assignment and Assumption Agreement”), together with a processing and recordation fee of , and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph # of this Section, from and after having received notice thereof) #the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its obligations under this Agreement (and, in the case of any assignment of any Revolving Loan Commitment or Revolving Credit Obligations, either be in an amount equal to the entire applicable Revolving Loan CommitmentAssignment and Revolving Credit ObligationsAssumption Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, otherwise consents)shall cease to be in an aggregate amount of or an integral multiple of in excess thereof or # in the case of any assignment of any Term Loan, eithera party hereto but shall continue to be in an amount equalentitled to the entire outstanding principal amountbenefits of the Term Loans[Sections 8.03, 8.04 and 9.03]3]3]). Any assignment or transfer by a Lender of the assigning Lenderrights or (unless each of the Administrative Agent and, if no Default has occurred and is continuing, otherwise consents) be in an aggregate amount of or an integral multiple of in excess thereof. The amount of the assignmentobligations under this Agreement that does not comply with this paragraph shall be based on the Revolving Loan Commitmenttreated for purposes of this Agreement as a sale by such Lender of a participation in such rights and Revolving Credit Obligations subject to the assignment, determined asobligations in accordance with paragraph # of the date of such assignment or as of the “Trade Date,” if the “Trade Date” is specified in the Assignment Agreement.this Section.

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