Common use of Assignments by the Banks Clause in Contracts

Assignments by the Banks. From and after the date hereof, any Bank may at any time assign all, or a proportionate part of all, of its rights, interests and duties with respect to its Revolving Credit Commitment and Swing Line Commitment, and its Note and Swing Line Note, as applicable, to one or more banks or other financial institutions (each, an “Assignee”) on such terms, as between such Bank and each of its Assignees, as such Bank may think fit, and such Assignee shall assume such rights, interests and duties pursuant to an instrument executed by such Assignee and such Bank, and for this purpose such Bank may make available to each of its potential Assignees such information relating to the Borrowers, this Agreement and the transactions contemplated hereby as such Bank may think necessary or desirable, which information shall be held by each potential Assignee strictly in confidence; provided, however, that (a) prior to assigning any interest to any Assignee hereunder, (1) such Bank shall notify the Agent and the Borrowers in writing identifying the proposed Assignee and stating the aggregate principal amount of the proposed interest to be assigned, and (2) receive the prior written consent of the Agent and the Borrowers, which consent may not be unreasonably withheld, and (b) no Bank will assign to any Assignee less than an aggregate amount equal to $5,000,000 of such Bank’s Revolving Credit Commitment and Loans and interest in its Note, or Swing Line Commitment and Swing Line Loans and interest in its Swing Line Note, or, if less, the remaining amount of such Bank’s Revolving Credit Commitment or Swing Line Commitment, as applicable. It is understood and agreed that the proviso contained in the immediately preceding sentence shall not be applicable in the case of, and this paragraph (i) shall not restrict, (a) an assignment or other transfer by such Bank to an Affiliate of such Bank or to any other Bank or (b) a collateral assignment or other similar transfer to any of the twelve Federal Reserve Banks organized under Xxxxxxx 0 xx xxx Xxxxxxx Xxxxxxx Xxx, 00 X.X.X. §000. Upon execution and delivery of such an instrument and payment by such Assignee to such Bank of an amount equal to the purchase price agreed between such Bank and such Assignee, such Assignee shall be a Bank party to this Agreement and shall have all the rights, interests and duties of a Bank with a Revolving Credit Commitment and a Revolving Loan, or a Swing Line Commitment and a Swing Line Loan, as set forth in such instrument of assumption, and such assigning Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph (i), such assigning Bank and the Borrowers shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee.

Assignments by the Banks. From and after the date hereof, any Bank may at any time assign all, or a proportionate part of all, of its rights, interests and duties with respect to its Revolving Credit Commitment and Swing Line Commitment, and its Revolving Credit Note and Swing Line Note, as applicable, to one or more banks or other financial institutions (each, an “"Assignee”") on such terms, as between such Bank and each of its Assignees, as such Bank may think fit, and such Assignee shall assume such rights, interests and duties pursuant to an instrument executed by such Assignee and such Bank, and for this purpose such Bank may make available to each of its potential Assignees such information relating to the Borrowers, this Agreement and the transactions contemplated hereby as such Bank may think necessary or desirable, which information shall be held by each potential Assignee strictly in confidence; provided, however, that (a) prior to assigning any interest to any Assignee hereunder, (1) such Bank shall (x) notify the Agent Borrowers and the Borrowers Administrative Agent in writing identifying the proposed Assignee and stating the aggregate principal amount of the proposed interest to be assigned, (y) to the extent made available to such Bank by the proposed Assignee, furnish the Borrowers with such material information relating to such proposed Assignee as the Borrowers may reasonably request in order to enable the Borrowers to make their decision (which information shall be held by the Borrowers strictly in confidence), provided that such Bank shall not be bound to ascertain whether any such information delivered to it by such proposed Assignee is true, accurate and complete, and (2z) receive the prior written consent of the Administrative Agent and and, prior to the occurrence (which is continuing) of an Event of Default, the Borrowers, which consent may not be unreasonably withheld, withheld or delayed by the Administrative Agent and the Borrowers; and (b) no such Bank will shall not assign to any Assignee less than an aggregate amount equal to the lesser of (x) $5,000,000 2,500,000 of such Bank’s its Revolving Credit Commitment and Loans and such Bank's interest in its Note, Revolving Credit Note (as such interest may be reduced pursuant to the terms hereof) or Swing Line Commitment and Swing Line Loans and interest in its Swing Line Note, or, if less, (y) the remaining amount of such Bank’s Revolving Credit Commitment or Swing Line Commitment, as applicable. It is understood and agreed that the proviso contained in the immediately preceding sentence shall not be applicable in the case of, and this paragraph (i) shall not restrict, (a) an assignment or other transfer by such any Bank to an Affiliate of such Bank or to any other Bank or (b) a collateral assignment or other similar transfer to any of the twelve Federal Reserve Banks organized under Xxxxxxx 0 xx xxx Xxxxxxx Xxxxxxx XxxSection 4 of the Federal Reserve Act, 00 X.X.X. §00012 U.S.C. § 341. Upon execution and delivery of such an instrument and payment by such Assignee to such Bank of an amount equal to the purchase price agreed between such Bank and such Assignee, such Assignee shall be a Bank party to this Agreement and shall have all the rights, interests and duties of a Bank with a Revolving Credit Commitment and a Revolving Loan, or a Swing Line Commitment and a Swing Line Loan, as set forth in such instrument of assumption, and such assigning Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph (i), such assigning Bank and the Borrowers shall make appropriate arrangements so that, if required, a new Note is Revolving Credit Notes are issued to the Assignee. Assignments require a fee payable to the Administrative Agent by the transferor Bank, solely for the account of the Administrative Agent, in the amount of $3,000.

Assignments by the Banks. From and after the date hereof, any Bank may at any time assign all, or a proportionate part of all, of its rights, interests and duties with respect to its Revolving Credit Commitment and Swing Line Commitment, and its Note and Swing Line Note, as applicable, to one or more banks or other financial institutions (each, an “"Assignee”") on such terms, as between such Bank and each of its Assignees, as such Bank may think fit, and such Assignee shall assume such rights, interests and duties pursuant to an instrument executed by such Assignee and such Bank, and for this purpose such Bank may make available to each of its potential Assignees such information relating to the Borrowers, this Agreement and the transactions contemplated hereby as such Bank may think necessary or desirable, which information shall be held by each potential Assignee strictly in confidence; provided, however, that (a) prior to assigning any interest to any Assignee hereunder, (1) such Bank shall notify the Agent and the Borrowers in writing identifying the proposed Assignee and stating the aggregate principal amount of the proposed interest to be assigned, and (2) receive the prior written consent of the Agent and the Borrowers, which consent may not be unreasonably withheld, and (b) no Bank will assign to any Assignee less than an aggregate amount equal to $5,000,000 of such Bank’s 's Revolving Credit Commitment and Loans and interest in its Note, or Swing Line Commitment and Swing Line Loans and interest in its Swing Line Note, Note or, if less, the remaining amount of such Bank’s 's Revolving Credit Commitment or Swing Line Commitment, as applicable. It is understood and agreed that the proviso contained in the immediately preceding sentence shall not be applicable in the case of, and this paragraph (i) shall not restrict, (a) an assignment or other transfer by such Bank to an Affiliate of such Bank or to any other Bank or (b) a collateral assignment or other similar transfer to any of the twelve Federal Reserve Banks organized under Xxxxxxx 0 xx xxx Xxxxxxx Xxxxxxx XxxSection 4 of the Federal Reserve Act, 00 X.X.X. §00012 U.S.C. Section 341. Upon execution and delivery of such an instrument and payment by such Assignee to such Bank of an amount equal to the purchase price agreed between such Bank and such Assignee, such Assignee shall be a Bank party to this Agreement and shall have all the rights, interests and duties of a Bank with a Revolving Credit Commitment and a Revolving Loan, or a Swing Line Commitment and a Swing Line Loan, Loan as set forth in such instrument of assumption, and such assigning Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph (i), such assigning Bank and the Borrowers shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee.

Assignments by the Banks. From and after the date hereof, any Bank may at any time assign all, or a proportionate part of all, of its rights, interests and duties with respect to its Revolving Credit Commitment and Swing Line Commitment, and its Note and Swing Line Note, as applicable, to one or more banks or other financial institutions (each, an “Assignee”) on such terms, as between such Bank and each of its Assignees, as such Bank may think fit, and such Assignee shall assume such rights, interests and duties pursuant to an instrument executed by such Assignee and such Bank, and for this purpose such Bank may make available to each of its potential Assignees such information relating to the Borrowers, this Agreement and the transactions contemplated hereby as such Bank may think necessary or desirable, which information shall be held by each potential Assignee strictly in confidence; provided, however, that (a) prior to assigning any interest to any Assignee hereunder, (1) such Bank shall notify the Agent and the Borrowers in writing identifying the proposed Assignee and stating the aggregate principal amount of the proposed interest to be assigned, and (2) receive the prior written consent of the Agent and, provided that no Event of Default has occurred and is continuing, the Borrowers, which consent may not be unreasonably withheld, and (b) no Bank will assign to any Assignee less than an aggregate amount equal to $5,000,000 of such Bank’s Revolving Credit Commitment and Loans and interest in its Note, or Swing Line Commitment and Swing Line Loans and interest in its Swing Line Note, or, if less, the remaining amount of such Bank’s Revolving Credit Commitment or Swing Line Commitment, as applicable. It is understood and agreed that the proviso contained in the immediately preceding sentence shall not be applicable in the case of, and this paragraph (i) shall not restrict, (a) an assignment or other transfer by such Bank to an Affiliate of such Bank or to any other Bank or (b) a collateral assignment or other similar transfer to any of the twelve Federal Reserve Banks organized under Xxxxxxx 0 xx xxx Xxxxxxx Xxxxxxx Xxx, 00 X.X.X. §000. Upon execution and delivery of such an instrument and payment by such Assignee to such Bank of an amount equal to the purchase price agreed between such Bank and such Assignee, such Assignee shall be a Bank party to this Agreement and shall have all the rights, interests and duties of a Bank with a Revolving Credit Commitment and a Revolving Loan, or a Swing Line Commitment and a Swing Line Loan, as set forth in such instrument of assumption, and such assigning Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph (i), such assigning Bank and the Borrowers shall make appropriate arrangements so that, if required, a new Note is issued to the Assignee.