Common use of Assignments by Banks Clause in Contracts

Assignments by Banks. (a) Each Bank may assign to one or more banks or other entities that are Eligible Assignees (each, an "Assignee") all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Loans owing to it, and the Note or Notes held by it) by the execution and delivery to the Agent of an Assignment and Acceptance; provided, however that: (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank's rights and obligations under this Agreement; (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,0000,000 and shall be an integral multiple of $500,000; (iii) such assignee shall have complied with the provisions of Section 10.16 hereof, if applicable; and (iv) the Bank assignor or assignee shall have paid to the Agent a $3,500 assignment administration fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three (3) Business Days after the execution thereof: (x) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Bank hereunder, and (y) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto).

Assignments by Banks. (a) Each Any Bank may at any time assign to one or more banks or other entities that are Eligible Assignees (each, an "Assignee") all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment, Commitment and the Loans at the time owing to it, and the Note or Notes held by it) by the execution and delivery to the Agent of an Assignment and Acceptance); provided, however that: provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Bank's Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an affiliate of a Bank, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Bank subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of Agent and, so long as no Event of Default has occurred and is continuing, Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a constant, and not a varying, percentage proportionate part of all of the assigning Bank's rights and obligations under this Agreement; (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than $5,0000,000 and shall be an integral multiple of $500,000the Loans or the Commitment assigned; (iii) such any assignment of a Commitment must be approved by Agent unless the Person that is the proposed assignee shall have complied with is itself a Bank (whether or not the provisions of Section 10.16 hereof, if applicableproposed assignee would otherwise qualify as an Eligible Assignee); and (iv) the Bank assignor or assignee parties to each assignment shall have paid execute and deliver to Agent an Assignment and Assumption, substantially in the Agent form of Exhibit G hereto (an "Assignment and Assumption") together with a processing and recordation fee of $3,500 assignment administration feeand the Eligible Assignee, if it shall not be a Bank, shall deliver to Agent an Administrative Questionnaire. Upon such execution, delivery, Subject to acceptance and recordingrecording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least three (3) Business Days after the execution thereof: (x) the Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Assignment and AcceptanceAssumption, have the rights and obligations of a Bank hereunderunder this Agreement, and (y) the assigning Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or of the remaining portion of an 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 xx.xx. 3.5, 3.8, 3.9 and 14 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, and upon return of any Note issued to the assignor Bank, Borrower (at its expense) shall execute and deliver a revised Note to the assignor Bank and a new Note to the assignee Bank. Any assignment or transfer by a Bank of 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 (d) of this Section.

Assignments by Banks. (a) Each Bank may assign to one or more banks or other entities that are Eligible Assignees (eachTo the extent permitted by Law, an "Assignee") all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Loans owing to it, and the Note or Notes held by it) by the execution and delivery each Participant also shall be entitled to the Agent benefits of an Assignment and AcceptanceSection 9.2.3 [Setoff] as though it were a Bank; providedprovided such Participant agrees to be subject to Section 5.3 [Sharing of Payments by Banks] as though it were a Bank. A Participant shall not be entitled to receive any greater payment under Section 5.8 [Increased Costs], however that: (i) each such assignment shall be of a constant, and not a varying, percentage of all of Section 5.9 [Taxes] or Section 11.3 [Expenses; Indemnity; Damage Waiver] than the assigning Bank's rights and obligations under this Agreement; (ii) the amount of the Commitment of the assigning applicable Bank being assigned pursuant would have been entitled to each such assignment (determined as of the date of the Assignment and Acceptance receive with respect to the participation sold to such assignmentParticipant, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. A Participant that would be a Foreign Bank if it were a Bank shall not be entitled to the benefits of Section 5.9 [Taxes] unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 5.9.5 [Status of Banks] as though it were a Bank. Each Bank that sells a participation shall, acting solely for this purpose as an agent of the Loan Parties, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) shall of each Participant's interest in the Loans or other obligations under the Loan Documents (the "Participant Register"); provided that no event be less than $5,0000,000 and shall be an integral multiple of $500,000; (iii) such assignee Bank shall have complied with any obligation to disclose all or any portion of the provisions Participant Register (including the identity of Section 10.16 hereofany Participant or any information relating to a Participant's interest in any commitments, if applicable; and (ivloans, letters of credit or its other obligations under any Loan Document) the Bank assignor or assignee shall have paid to the Agent a $3,500 assignment administration fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three (3) Business Days after the execution thereof: (x) the Assignee thereunder shall be a party hereto and, any Person except to the extent that rights and obligations hereunder have been assigned such disclosure is necessary to it pursuant to establish that such Assignment and Acceptancecommitment, have loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the rights and obligations of a Bank hereunderUnited States Income Tax Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and (y) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and 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 Bank's rights and obligations under this Agreement, such Bank shall cease treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to be the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a party hereto)Participant Register. 11.8.5.

Assignments by Banks. (a) Each Any Bank may at any time assign to one or more banks or other entities that are Eligible Assignees (each, an "Assignee") all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment, Revolving Credit Commitment and the Loans at the time owing to it, and ); provided that except in the Note or Notes held by it) by the execution and delivery to the Agent case of an Assignment and Acceptance; provided, however that: (i) each such assignment shall be of a constant, and not a varying, percentage of all the entire remaining amount of the assigning Bank's rights Revolving Credit Commitment and obligations under this Agreement; (ii) the Loans at the time owing to it or in the case of an assignment to a Bank or an Affiliate of a Bank or an Approved Fund with respect to a Bank, the aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Bank being assigned pursuant subject to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignmentassignment is delivered to the Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) shall in no event not be less than $5,0000,000 5,000,000 (and the remaining aggregate amount of the Revolving Credit Commitment of such assigning Bank shall not be less than $5,000,000 after giving effect to such assignment), unless each of the Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); each partial assignment shall be made as an integral multiple assignment of $500,000a proportionate part of all the assigning Bank's rights and obligations under this Agreement with respect to the Loan or the Revolving Credit Commitment assigned; (iii) such any assignment of a Revolving Credit Commitment must be approved by the Agent and, so long as no Event of Default has occurred and is continuing, the Borrower, unless the Person that is the proposed assignee is itself an Eligible Assignee, which approval shall have complied with the provisions of Section 10.16 hereof, if applicablenot be unreasonably withheld; and (iv) the Bank assignor or assignee parties to each assignment shall have paid execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 assignment administration fee3,500, and the Eligible Assignee, if it shall not be a Bank, shall deliver to the Agent an Administrative Questionnaire. Upon such execution, delivery, Subject to acceptance and recordingrecording thereof by the Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least three (3) Business Days after the execution thereof: (x) the Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Assignment and AcceptanceAssumption, have the rights and obligations of a Bank hereunderunder this Agreement, and (y) the assigning Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or of the remaining portion of an 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 9.3 and 11.1 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph 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 paragraph (d) of this Section.

Assignments by Banks. (a) Each Any Bank may at any time assign to one or more banks or other entities that are Eligible Assignees (each, an "Assignee") all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment, Revolving Credit Commitment and the Loans at the time owing to it); provided that with respect to a Bank, and the Note or Notes held by it) by the execution and delivery to the Agent of an Assignment and Acceptance; provided, however that: (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank's rights and obligations under this Agreement; (ii) the aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Credit Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Bank being assigned pursuant subject to each such assignment (determined as of the date of the Assignment and Acceptance Assumption with respect to such assignmentassignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall in no event not be less than $5,0000,000 5,000,000 (and the remaining aggregate amount of the Revolving Credit Commitment of such assigning Bank shall not be less than $5,000,000 after giving effect to such assignment), unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); ii each partial assignment shall be made as an integral multiple assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement with respect to the Loan, L/C Obligations or the Revolving Credit Commitment assigned; iii any assignment of a Revolving Credit Commitment must be approved by the Administrative Agent and the Issuing Bank and, so long as no Event of Default has occurred and is continuing, the Borrower, unless the Person that is the proposed assignee is itself an Eligible Assignee, which approval shall not be unreasonably withheld; and iv the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $500,000; (iii) such assignee shall have complied with 3,500, and the provisions of Section 10.16 hereofEligible Assignee, if applicable; and (iv) the Bank assignor or assignee it shall have paid not be a Bank, shall deliver to the Administrative Agent a $3,500 assignment administration feean Administrative Questionnaire. Upon such execution, delivery, Subject to acceptance and recordingrecording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least three (3) Business Days after the execution thereof: (x) the Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Assignment and AcceptanceAssumption, have the rights and obligations of a Bank hereunderunder this Agreement, and (y) the assigning Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or of the remaining portion of an 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 9.3 and 11.1 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Bank of rights or obligations under this Agreement that does not comply with this paragraph 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 paragraph (d) of this Section.

Assignments by Banks. (a) Each Bank may assign all or any part of any of its Revolving Credit Loans, its Note, its Commitment and its participation in the Swingline Loans and the Letters of Credit with the consent of the Borrower and the Agent, which consent shall not be unreasonably withheld; PROVIDED that (i) no such consent by the Borrower shall be required (A) for any such assignment by any Bank to one an Affiliate of such Bank or more banks to another Bank or other entities that are Eligible Assignees an Affiliate of another Bank, or (eachB) if, at the time of such assignment, an "Assignee"Event of Default or Incipient Default has occurred and is continuing; (ii) all or a portion of its rights and obligations under this Agreement any such partial assignment shall be in an amount at least equal to $5,000,000; (including, without limitation, all or a portion of its Commitment, the Loans owing to it, and the Note or Notes held by it) by the execution and delivery to the Agent of an Assignment and Acceptance; provided, however that: (iiii) each such assignment shall be made by a Bank in such manner that the same portion of a constantits Revolving Credit Loans, its Note, its Commitment and not a varying, percentage its participation in the Swingline Loans and the Letters of all of Credit is assigned to the assigning Bank's rights and obligations under this Agreement; (ii) the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,0000,000 and shall be an integral multiple of $500,000; (iii) such assignee shall have complied with the provisions of Section 10.16 hereof, if applicableassignee; and (iv) the Bank assignee, if not already a Bank, shall agree to become a party to this Agreement pursuant to an Assignment Agreement in the form of Exhibit K hereto. Upon execution and delivery by the assignor or and the assignee to the Borrower and the Agent of an instrument in writing pursuant to which such assignee agrees to become a "Bank" hereunder (if not already a Bank) having the share of the Total Commitment Amount, Loans and Letters of Credit specified in such instrument, and upon consent thereto by the Agent and the Borrower (to the extent, if any, required), the assignee shall have paid to the Agent a $3,500 assignment administration fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three (3) Business Days after the execution thereof: (x) the Assignee thereunder shall be a party hereto andhave, to the extent that of such assignment (unless otherwise provided in such assignment with the consent of the Agent), the obligations, rights and obligations benefits of a Bank hereunder have been holding the share of the Total Commitment Amount, Loans and Letters of Credit (or portions thereof) assigned to it pursuant (in addition to the share of the Total Commitment Amount, Loans and Letters of Credit, if any, theretofore held by such Assignment assignee); and Acceptance, have the rights and obligations of a assigning Bank hereunder, and (y) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its the share of the Total Commitment Amount, Loans and Letters of Credit and the obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto)hereunder so assigned.