Common use of Assignment of Commitments by Banks Clause in Contracts

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior consent of the Borrower and the Agent, which shall not be unreasonably withheld, to sell, assign, transfer or negotiate all or any part of its Commitments (including the same percentage of its Note, outstanding Loans and Reimbursement Obligations owed to it) to one or more commercial banks or other financial institutions, provided that such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitments; provided, however, that in order to make any such assignment (i) the assigning Bank shall retain at least $10,000,000 in Commitments, and (ii) the assignee bank shall have Commitments of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement executed by such assigning Bank, such assignee bank or banks, the Borrower and the Agent which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for all purposes hereunder to the extent of the Commitments it assumes and the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior written consent of the Borrower and the Administrative Agent, which consent shall not be unreasonably withheld, and, prior to sellthe occurrence of a Default or Event of Default, assignBorrower, transfer or negotiate to assign all or any part of its Commitments Commitment (including the same percentage of its NoteNote and outstanding Loanst, and provided that the same percentage of its commitment and loans outstanding Loans and Reimbursement Obligations owed to itunder the 3-Year Credit Agreement are also assigned) to one or more commercial banks or other financial institutions, Persons; provided that such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitments; provided, however, that is in order to make any such assignment (i) the assigning Bank shall retain at least $10,000,000 in Commitments, and (ii) the assignee bank shall have Commitments an amount of at least $5,000,0005,000,000 or the entire Commitment of such Bank, (iii) each and if such assignment is not for such Bank's entire Commitment then such Bank's Commitment after giving effect to such assignment shall not be evidenced by a written agreement executed by such assigning Bank, such assignee bank less than $5,000,000; and provided further that neither the consent of Borrower nor the Administrative Agent shall be required for any Bank to assign all or banks, the Borrower and the Agent which agreement shall specify in each instance the portion part of the Obligations which are its Commitment to be assigned to the assignee bank and the portion of the Commitments any Affiliate of the assigning Bank so long as the same percentage of such Bank's commitment under the 3-Year Credit Agreement are also assigned to such Affiliate. Each such assignment shall set forth the assignees address for notices to be assumed by given under Section 11.8 hereof hereunder and its designated Lending Office pursuant to Section 9.4 hereof. Upon any such assignment, delivery to the assignee bank or banksAdministrative Agent of an executed copy of such assignment agreement and the forms referred to in Section 11.1 hereof, if applicable, and (iv) the assigning Bank shall pay payment of a $3,500 recordation fee to the Agent a processing fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by Administrative Agent, the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for hereunder, all purposes hereunder to the extent Loans, participations in Letters of the Commitments it assumes Credit and the assigning Bank Commitment it thereby holds shall be released from governed by all the terms and conditions hereof and the Bank granting such assignment shall have its obligationsCommitment, and will have released its rightsobligations and rights in connection therewith, under reduced by the Loan Documents to the extent amount of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior consent of the Agent and, so long as no Event of Default then exists, the Borrower and (which consent of the Agent, which Borrower shall not be unreasonably withheld, ) to sell, assign, transfer or negotiate all or any part of its Commitments (including the same percentage of its NoteNotes, outstanding Loans and Reimbursement Obligations owed to it) to one or more commercial banks or other financial institutionsinstitutions or investors, provided that such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitments; provided, however, that in order to make any such assignment (i) unless the assignee Bank is assigning all of its Commitments, the assigning Bank shall retain at least $10,000,000 5,000,000 in outstanding Loans, interests in Letters of Credit and unused Commitments, and (ii) the assignee bank shall have outstanding Loans, interests in Letters of Credit and unused Commitments of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit G or in such other form acceptable to the Agent) executed by such assigning Bank, such assignee bank or banks, the Borrower and Agent and, if required as provided above, the Agent Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for all purposes hereunder to the extent of the Commitments it assumes and the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior consent of the Agent and, so long as no Event of Default then exists, the Borrower and (which consent of the Agent, which Borrower shall not be unreasonably withheld, ) to sell, assign, transfer or negotiate all or any part of its Commitments (including the same percentage of its NoteNotes, outstanding Loans and Reimbursement Obligations owed to it) to one or more commercial banks or other financial institutionsinstitutions or investors, provided that such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitments; provided, however, that in order to make any such assignment (i) unless the assignee Bank is assigning all of its Commitments, the assigning Bank shall retain at least $10,000,000 5,000,000 in outstanding Loans, interests in Letters of Credit and unused Commitments, and (ii) the assignee bank shall have outstanding Loans, interests in Letters of Credit and unused Commitments of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Agent) executed by such assigning Bank, such assignee bank or banks, the Borrower and Agent and, if required as provided above, the Agent Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for all purposes hereunder to the extent of the Commitments it assumes and the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior consent of the Agent and, so long as no Event of Default then exists, the Borrower and (which consent of the Agent, which Borrower shall not be unreasonably withheld-it being agreed that the Borrower's consent shall not be required during the existence of any Event of Default), to sell, assign, transfer or negotiate all or any part of its Commitments (including the same percentage of its NoteNotes, outstanding Loans and Reimbursement Obligations owed to it) to one or more commercial banks or other financial institutions, provided that such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitments; provided, however, that in order to make any such assignment (i) unless the assignee Bank is assigning all of its Commitments, the assigning Bank shall retain at least $10,000,000 5,000,000 in Commitments, and (ii) the assignee bank shall have Commitments of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit H or in such other form acceptable to the Agent) executed by such assigning Bank, such assignee bank or banks, the Borrower and Agent and, if required as provided above, the Agent Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for all purposes hereunder to the extent of the Commitments it assumes and the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower.

Assignment of Commitments by Banks. (a) Each Bank shall have the right at any time, with the prior written consent of the Administrative Agent and, so long as no Event of Default shall have occurred and be continuing, the Borrower (which consent of the Borrower and the Agent, which shall not be unreasonably withheldwithheld or delayed), to sell, assign, transfer or negotiate all or any part of its Commitments rights and obligations under the Credit Documents (including including, without limitation, the same indebtedness evidenced by the Notes then held by such assigning Bank, together with an equivalent percentage of its Note, outstanding obligation to make Loans and Reimbursement Obligations owed to itparticipate in Letters of Credit and Swingline Loans) to one or more commercial banks or other financial institutionsPersons, provided that PROVIDED THAT, (i) unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitmentsrights and obligations under the Credit Documents; provided, however, that in order to make any such assignment (i) the assigning Bank shall retain at least $10,000,000 in Commitments, and (ii) the assignee bank shall have Commitments each such assignment is in an amount of at least $5,000,000, 5,000,000 or the entire Commitment of such Bank; (iii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit E or in such other form acceptable to the Administrative Agent) executed by such assigning Bank, such assignee bank Bank or banksBanks, the Borrower and Administrative Agent and, if required as provided above, the Agent Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank Bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and Bank; (iv) the assigning Bank shall pay to the Administrative Agent a processing fee of $5,000 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Administrative Agent in connection with any such assignment agreement; and (v) neither the consent of the Borrower nor of the Administrative Agent shall be required if the assignee is an Affiliate of the assigning Bank. Any Upon any such assignment, delivery to the Administrative Agent and the Borrower of an executed copy of such assignment agreement and the payment of the $3,500 processing fee to the Administrative Agent, the assignee shall become a Bank for hereunder, all purposes hereunder to the extent Loans, participations in Letters of the Commitments it assumes Credit and Swingline Loans and the assigning Bank Commitment it thereby holds shall be released from governed by all the terms and conditions hereof and the Bank granting such assignment shall have its obligationsCommitment, and will have released its rightsobligations and rights in connection therewith, under reduced by the Loan Documents to the extent amount of such assignment. The At the time of the assignment the Borrower, if requested, shall execute and deliver to the assignor and/or assignee new Notes. (b) Any Bank may at any time, without the consent of the Borrower authorizes each or Administrative Agent, assign all or a portion of its rights under the Credit Documents to a Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment shall release the transferor Bank from its obligations hereunder or cause such Federal Reserve Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrowerbecome a "Bank" hereunder.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior consent of the Borrower and the Agent, which shall not be unreasonably withheld, to sell, assign, transfer or negotiate all or any part of its Commitments Commitment (including the same percentage of its Note, outstanding Loans and Reimbursement Obligations owed to it) to one or more commercial banks or other financial institutionsPersons, provided that such assignment shall be of a fixed percentage (and not by its terms of a varying percentage) of the assigning Bank's Commitments; providedCommitment, however, provided further that in order to make any such each assignment (i) the assigning Bank shall retain at least $10,000,000 in Commitments, and (ii) the assignee bank shall have Commitments be for an amount of at least $5,000,000, (iii) ; PROVIDED FURTHER that the Agent shall have received at the time of each such assignment shall be evidenced by the payment of a written agreement executed by such assigning Bank, such assignee bank or banks, the Borrower and the Agent which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing non-refundable assignment fee of $5,000 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement3,500. Any such assignee shall become a Bank for all purposes hereunder to the extent of the Commitments Commitment it assumes and agrees to be bound by the terms of this Agreement and the Intercreditor Agreement and the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Credit Documents to the extent of such assignment. The Borrower and each Guarantor authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and its Loans, Reimbursement Obligations owed to it or its Commitments Commitment under this Section 11.12 any financial or other information pertaining to the BorrowerBorrower and each Subsidiary.

Assignment of Commitments by Banks. Each Bank shall have the right at any time, with the prior consent of the Agent and, so long as no Event of Default then exists, the Borrower and (which consent of the Agent, which Borrower shall not be unreasonably withheld, withheld and shall not in any event ever be required for any assignment by Bank of Montreal) to sell, assign, transfer or negotiate all or any part of its Commitments (including the same percentage of its NoteNotes, outstanding Loans and Reimbursement Obligations owed to it) to one or more commercial banks or other financial institutionsinstitutions or investors, provided that such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's Commitments; provided, however, that (other than in the case of an assignment by Bank of Montreal) in order to make any such assignment (i) unless the assignee Bank is assigning all of its Commitments, the assigning Bank shall retain at least $10,000,000 5,000,000 in outstanding Loans, interests in Letters of Credit and unused Commitments, and (ii) the assignee bank shall have outstanding Loans, interests in Letters of Credit and unused Commitments of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form attached hereto as Exhibit G or in such other form acceptable to the Agent) executed by such assigning Bank, such assignee bank or banks, the Borrower and Agent and, if required as provided above, the Agent Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee bank and the portion of the Commitments of the assigning Bank to be assumed by the assignee bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of $5,000 3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with any such assignment agreement. Any such assignee shall become a Bank for all purposes hereunder to the extent of the Commitments it assumes and the assigning Bank shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Loans and Reimbursement Obligations owed to it or its Commitments under this Section 11.12 any financial or other information pertaining to the Borrower. Notwithstanding anything herein to the contrary, (i) any assigning Bank may, without obtaining the Borrower's consent, assign all or a portion of its Commitments (and related outstanding Obligations hereunder) to its parent entity and/or any affiliate of such Bank which is at least 80% owned by such Bank or its parent entity or to any one or more Banks and (ii) nothing in this Agreement shall prevent or prohibit any Bank from pledging its Loans and Notes to a Federal Reserve Bank in support of borrowings made by such Bank from such Federal Reserve Bank.