Common use of Assignment by Banks Clause in Contracts

Assignment by Banks. (i) Any Bank may assign all or any part of such Bank’s rights or obligations under this Agreement (including all or any part of its Commitment or the Loans owing to it, the Notes or any of the other Credit Documents); provided, however, that each assignment shall be subject to the following conditions: (1) the amount of the Commitment being assigned shall equal at least $5,000,000, (2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations, (3) the assignor and the assignee Bank shall execute and deliver to the Agent an Assignment and Assumption, and (4) the assignor Bank shall pay to the Agent, for its own account and not for the pro-rata benefit of the Banks, an assignment fee of $3,500; provided further, unless an Event of Default is then in effect or the Termination Date has occurred, the Banks shall not have the right to make any such assignment without first obtaining the Agent’s and the Borrower’s prior written consent (which consent shall not be unreasonably withheld or delayed). Notwithstanding anything herein to the contrary, no consent shall be required in connection with any assignment to another Bank or an affiliate of a Bank. For purposes of this Section 9.5, an affiliate of a Bank means any Person that directly, or indirectly through intermediaries, is controlled by, controls or is under common control with such Bank; for purposes of Section 9.5, “control” means the ability, directly or indirectly, to affect the management or policies of a Person by virtue of an ownership interest, by right of contract or any other means. (ii) Upon any assignment, as described in paragraph (i) above, (1) the assignee Bank thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and (2) the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.1(d), 3.17, 9.3 and 9.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of its rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with subsection (e) of this Section 9.5. (iii) The Agent shall maintain at one of its offices in Minneapolis, Minnesota, a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Banks, and the Commitments of, and principal amounts of the Loans owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive and the Borrower shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement absent any manifest error, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Agent, the Swingline Lender and any Bank, at any reasonable time and from time to time upon reasonable notice.

Assignment by Banks. (i) Any Bank may assign all or any part of such Bank’s rights or obligations under this Agreement (including all or any part of its Commitment or the Loans owing to it, the Notes or any of the other Credit Documents); provided, however, that each assignment shall be subject to the following conditions: (1) the amount of the Commitment being assigned shall equal at least $5,000,000, (2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations, (3) the assignor and the assignee Bank shall execute and deliver to the Agent an Assignment and Assumption, and (4) the assignor Bank shall pay to the Agent, for its own account and not for the pro-rata benefit of the Banks, an assignment fee of $3,500; provided further, unless an Event of Default is then in effect or the Termination Date has occurred, the Banks shall not have the right to make any such assignment without first obtaining the Agent’s and the Borrower’s prior written consent (which consent shall not be unreasonably withheld or delayed). Notwithstanding anything herein to the contrary, no consent shall be required in connection with any assignment to another Bank or an affiliate of a Bank. For purposes of this Section 9.59.4, an affiliate of a Bank means any Person that directly, or indirectly through intermediaries, is controlled by, controls or is under common control with such Bank; for purposes of Section 9.59.4, “control” means the ability, directly or indirectly, to affect the management or policies of a Person by virtue of an ownership interest, by right of contract or any other means. (ii) Upon any assignment, as described in paragraph (i) above, (1) the assignee Bank thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and (2) the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.1(d), 3.17, 9.3 and 9.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of its rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with subsection (e) of this Section 9.5. (iii) The Agent shall maintain at one of its offices in Minneapolis, Minnesota, a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Banks, and the Commitments of, and principal amounts of the Loans owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive and the Borrower shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement absent any manifest error, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Agent, the Swingline Lender and any Bank, at any reasonable time and from time to time upon reasonable notice.such

Assignment by Banks. (i) Any Bank may assign all or any part of such Bank’s 's rights or obligations under this Agreement (including all or any part of its Commitment or the Loans owing to it, the Notes or any of the other Credit Documents); provided, however, that each assignment shall be subject to the following conditions: (1) the amount of the Commitment being assigned shall equal at least $5,000,000, (2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s 's rights and obligations, (3) the assignor and the assignee Bank shall execute and deliver to the Agent an Assignment and Assumption, and (4) the assignor Bank shall pay to the Agent, for its own account and not for the pro-rata benefit of the Banks, an assignment fee of $3,500; provided further, unless an Event of Default is then in effect or the Termination Date has occurred, the Banks shall not have the right to make any such assignment without first obtaining the Agent’s 's and the Borrower’s 's prior written consent (which consent shall not be unreasonably withheld or delayed). Notwithstanding anything herein to the contrary, no consent shall be required in connection with any assignment to another Bank or an affiliate of a Bank. For purposes of this Section 9.59.4, an affiliate of a Bank means any Person that directly, or indirectly through intermediaries, is controlled by, controls or is under common control with such Bank; for purposes of Section 9.59.4, “"control” " means the ability, directly or indirectly, to affect the management or policies of a Person by virtue of an ownership interest, by right of contract or any other means. (ii) Upon any assignment, as described in paragraph (i) above, (1) the assignee Bank thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and (2) the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s 's rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.1(d), 3.17, 9.3 and 9.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of its rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with subsection (e) of this Section 9.5. (iii) The Agent shall maintain at one of its offices in Minneapolis, Minnesota, a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Banks, and the Commitments of, and principal amounts of the Loans owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive and the Borrower shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement absent any manifest error, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Agent, the Swingline Lender and any Bank, at any reasonable time and from time to time upon reasonable notice.such

Assignment by Banks. (i) Any Bank may assign all or any part of such Bank’s rights or obligations under this Agreement (including all or any part of its Commitment or the Loans owing to it, the Notes or any of the other Credit Documents); provided, however, that each assignment shall be subject to the following conditions: (1) the amount of the Commitment being assigned shall equal at least $5,000,000, (2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations, (3) the assignor and the assignee Bank shall execute and deliver to the Agent an Assignment and Assumption, and (4) the assignor Bank shall pay to the Agent, for its own account and not for the pro-rata benefit of the Banks, an assignment fee of $3,500; provided further, unless an Event of Default is then in effect or the Termination Date has occurred, the Banks shall not have the right to make any such assignment without first obtaining the Agent’s and the Borrower’s prior written consent (which consent shall not be unreasonably withheld or delayed). Notwithstanding anything herein to the contrary, no consent shall be required in connection with any assignment to another Bank or an affiliate of a Bank. For purposes of this Section 9.59.4, an affiliate of a Bank means any Person that directly, or indirectly through intermediaries, is controlled by, controls or is under common control with such Bank; for purposes of Section 9.59.4, “control” means the ability, directly or indirectly, to affect the management or policies of a Person by virtue of an ownership interest, by right of contract or any other means. (ii) Upon any assignment, as described in paragraph (i) above, (1) the assignee Bank thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and (2) the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.1(d)3.15, 3.17, 9.2 and 9.3 and 9.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of its rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with subsection (e) of this Section 9.59.4. (iii) The Agent shall maintain at one of its offices in Minneapolis, Minnesota, a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Banks, and the Commitments of, and principal amounts of the Loans owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive and the Borrower shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement absent any manifest error, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Agent, the Swingline Lender and any Bank, at any reasonable time and from time to time upon reasonable notice.

Assignment by Banks. (i) Any Bank may assign all or any part of such Bank’s rights or obligations under this Agreement (including all or any part of its Commitment or the Loans owing to it, the Notes or any of the other Credit Documents); provided, however, that each assignment shall be subject to the following conditions: (1) the amount of the Commitment being assigned shall equal at least $5,000,000, (2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations, (3) the assignor and the assignee Bank shall execute and deliver to the Agent an Assignment and Assumption, and (4) the assignor Bank shall pay to the Agent, for its own account and not for the pro-rata benefit of the Banks, an assignment fee of $3,500; provided further, unless an Event of Default is then in effect or the Termination Date has occurred, the Banks shall not have the right to make any such assignment without first obtaining the Agent’s and the Borrower’s prior written consent (which consent shall not be unreasonably withheld or delayed). Notwithstanding anything herein to the contrary, no consent shall be required in connection with any assignment to another Bank or an affiliate of a Bank. For purposes of this Section 9.59.4, an affiliate of a Bank means any Person that directly, or indirectly through intermediaries, is controlled by, controls or is under common control with such Bank; for purposes of Section 9.59.4, “control” means the ability, directly or indirectly, to affect the management or policies of a Person by virtue of an ownership interest, by right of contract or any other means. (ii) Upon any assignment, as described in paragraph (i) above, (1) the assignee Bank thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Bank under this Agreement, and (2) the assigning Bank thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.1(d3.1(c), 3.173.15, 9.2 and 9.3 and 9.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of its rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Bank of a participation in such rights and obligations in accordance with subsection (e) of this Section 9.59.4. (iii) The Agent shall maintain at one of its offices in Minneapolis, Minnesota, a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Banks, and the Commitments of, and principal amounts of the Loans owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive and the Borrower shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement absent any manifest error, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Agent, the Swingline Lender and any Bank, at any reasonable time and from time to time upon reasonable notice.