Common use of Assignment by Banks Clause in Contracts

Assignment by Banks. Each Bank shall have the right at any time, with the prior consent of the Borrower and of the Administrative Agent (which consents shall not be unreasonably withheld), to sell, assign, transfer or negotiate all or any part of its rights and obligations hereunder and under the Notes to one or more commercial banks or other financial institutions; provided that the assigning Bank shall assign the same percentage of its "Commitment" under the Other Credit Agreement concurrently with such assignment; provided further that the Borrower's consent shall not be required upon the occurrence and during the continuance of an Event of Default. Upon any such assignment, its notification to the Administrative Agent, and the payment of a U.S. $3,500 recordation and administration fee to the Administrative Agent (which fee shall in no event be the obligation of the Borrower), the assignee shall become a Bank hereunder, all Loans and the Commitment it thereby holds shall be governed by all the terms and conditions hereof, and the Bank granting such assignment shall have its Commitment and its obligations and rights in connection therewith, reduced by the amount of such assignment. Any Bank may at any time pledge or grant a security interest in all or any portion of its rights hereunder to secure obligations of such Bank, including any such pledge or grant to a Federal Reserve Bank, and this Section 12.12 shall not apply to any such pledge or grant of a security interest; provided that no such pledge or grant of a security interest shall release a Bank from any of its obligations hereunder or substitute any such pledgee or secured party for such Bank as a party hereto; provided further, however, the right of any such pledgee or grantee (other than any Federal Reserve Bank) to further transfer all or any portion of the rights pledged or granted to it, whether by means of foreclosure or otherwise, shall be at all times subject to the terms of this Agreement.

Assignment by Banks. Each Except as provided herein, each Bank shall have may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the right at any time, with the prior consent same portion of the Borrower Revolving Credit Loans at the time owing to it, the Revolving Credit Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided that (a) the Administrative Agent (hall have given its prior written consent to such assignment, which consents shall consent will not be unreasonably withheld), to sell(b) each such assignment shall be of a constant, assignand not a varying, transfer or negotiate percentage of all or any part of its the assigning Bank's rights and obligations hereunder under this Credit Agreement, (c) the minimum amount of each assignment shall be in an amount that is the lesser of $1,000,000 or such Bank's Commitment (d) the parties to such assignment shall execute and under deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit D hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes subject to one or more commercial banks or other financial institutions; provided that such assignment and (e) the assigning Bank shall assign pay a $3,500.00 fee in connection with the same percentage effectiveness of its "Commitment" under any assignment it makes to the Other Credit Agreement concurrently with such assignment; provided further that the Borrower's consent shall not be required upon the occurrence and during the continuance of an Event of DefaultAgent. Upon any such assignmentexecution, its notification delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the Administrative Agentextent provided in such Assignment and Acceptance, have the rights and the payment obligations of a U.S. $3,500 recordation and administration fee to the Administrative Agent (which fee shall in no event be the obligation of the Borrower), the assignee shall become a Bank hereunder, all Loans and (ii) the Commitment it thereby holds shall be governed by all assigning Bank shall, to the terms and conditions hereof, and the Bank granting extent provided in such assignment shall have its Commitment and upon payment to the Agent of the registration fee referred to in §20.3, be released from its obligations and rights in connection therewith, reduced by the amount of such assignment. Any Bank may at any time pledge or grant a security interest in all or any portion of its rights hereunder to secure obligations of such Bank, including any such pledge or grant to a Federal Reserve Bank, and under this Section 12.12 shall not apply to any such pledge or grant of a security interest; provided that no such pledge or grant of a security interest shall release a Bank from any of its obligations hereunder or substitute any such pledgee or secured party for such Bank as a party hereto; provided further, however, the right of any such pledgee or grantee (other than any Federal Reserve Bank) to further transfer all or any portion of the rights pledged or granted to it, whether by means of foreclosure or otherwise, shall be at all times subject to the terms of this Credit Agreement.

Assignment by Banks. Each Except as provided herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it, the Revolving Credit Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the right at any timeBorrower shall have given its prior written consent to such assignment, with which consent, in the prior consent case of the Borrower Agent and of the Administrative Agent (which consents shall Borrower, will not be unreasonably withheld), to sell(b) each such assignment shall be of a constant, assignand not a varying, transfer or negotiate percentage of all or any part of its the assigning Bank's rights and obligations hereunder under this Credit Agreement, (c) each assignment shall be in an amount that is a whole multiple of $5,000,000 and under (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit D hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes subject to one or more commercial banks or other financial institutions; provided that the assigning Bank shall assign the same percentage of its "Commitment" under the Other Credit Agreement concurrently with such assignment; provided further that the Borrower's consent shall not be required upon the occurrence and during the continuance of an Event of Default. Upon any such assignmentexecution, its notification delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the Administrative Agentextent provided in such Assignment and Acceptance, have the rights and the payment obligations of a U.S. $3,500 recordation and administration fee to the Administrative Agent (which fee shall in no event be the obligation of the Borrower), the assignee shall become a Bank hereunder, all Loans and (ii) the Commitment it thereby holds shall be governed by all assigning Bank shall, to the terms and conditions hereof, and the Bank granting extent provided in such assignment shall have its Commitment and upon payment to the Agent of the registration fee referred to in Sections 19.3, be released from its obligations and rights in connection therewith, reduced by the amount of such assignment. Any Bank may at any time pledge or grant a security interest in all or any portion of its rights hereunder to secure obligations of such Bank, including any such pledge or grant to a Federal Reserve Bank, and under this Section 12.12 shall not apply to any such pledge or grant of a security interest; provided that no such pledge or grant of a security interest shall release a Bank from any of its obligations hereunder or substitute any such pledgee or secured party for such Bank as a party hereto; provided further, however, the right of any such pledgee or grantee (other than any Federal Reserve Bank) to further transfer all or any portion of the rights pledged or granted to it, whether by means of foreclosure or otherwise, shall be at all times subject to the terms of this Credit Agreement.

Assignment by Banks. Each Except as provided herein, each Bank ------------------- may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of (a) its Commitment Percentage and Revolving Credit Commitment and the same portion of the Loans at the time owing to it, the Revolving Credit Notes held by it and its participating interest in the risk relating to any Letters of Credit and (b) its Term Loan Commitment and the same portion of the Term Loan owing to it and the Term Note held by it); provided that (i) each of the Agent and, unless a Default or Event of -------- Default shall have occurred and be continuing, the right at any timeBorrower shall have given its prior written consent to such assignment, with which consent, in the prior consent case of the Borrower and of the Administrative Agent (which consents shall Borrower, will not be unreasonably withheld), to sell(ii) each such assignment shall be of a constant, assignand not a varying, transfer or negotiate percentage of all or any part of its the assigning Bank's rights and obligations hereunder under this Credit Agreement, (iii) each assignment shall be in a minimum amount of $5,000,000 and under (iv) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit G hereto (an "Assignment ------- - and Acceptance"), together with any Notes subject to one or more commercial banks or other financial institutions; provided that the assigning Bank shall assign the same percentage of its "Commitment" under the Other Credit Agreement concurrently with such assignment; provided further that the Borrower's consent shall not be required upon the occurrence and during the continuance of an Event of Default. Upon any such assignmentexecution, its notification delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and, to the Administrative Agentextent provided in such Assignment and Acceptance, have the rights and the payment obligations of a U.S. $3,500 recordation and administration fee to the Administrative Agent (which fee shall in no event be the obligation of the Borrower), the assignee shall become a Bank hereunder, all Loans and (ii) the Commitment it thereby holds shall be governed by all assigning Bank shall, to the terms and conditions hereof, and the Bank granting extent provided in such assignment shall have its Commitment and upon payment to the Agent of the registration fee referred to in (S)21.3, be released from its obligations and rights in connection therewith, reduced by the amount of such assignment. Any Bank may at any time pledge or grant a security interest in all or any portion of its rights hereunder to secure obligations of such Bank, including any such pledge or grant to a Federal Reserve Bank, and under this Section 12.12 shall not apply to any such pledge or grant of a security interest; provided that no such pledge or grant of a security interest shall release a Bank from any of its obligations hereunder or substitute any such pledgee or secured party for such Bank as a party hereto; provided further, however, the right of any such pledgee or grantee (other than any Federal Reserve Bank) to further transfer all or any portion of the rights pledged or granted to it, whether by means of foreclosure or otherwise, shall be at all times subject to the terms of this Credit Agreement.