Common use of Successors; Assignments Clause in Contracts

Successors; Assignments. This Agreement shall be binding upon and shall inure to the benefit of the Banks, the Administrative Agent, the Borrowers and their respective successors and assigns, except that no Borrower may assign or transfer any of its rights and Obligations hereunder or any interest herein. Each Bank may, at its own cost, make assignments of or sell participations in all or any part of its Revolving Credit Commitment and the Loans made by it to one or more banks or other financial institutions, subject to the consent of TGI (TGI’s consent not being required if an Event of Default has occurred and is continuing), as agent for the Borrowers, and the Administrative Agent with respect to any assignee, such consent not to be unreasonably withheld, and provided that assignments may not be made in amounts less than $5,000,000 and provided further that no assignment to a transferee which is unable to fund Optional Currency Loans (either a then-existing Non-Fronting Bank or a transferee which would request to become a Non-Fronting Bank if it were to become a Bank hereunder) shall be made without the written consent of the Fronting Bank to accept such transferee as a Non-Fronting Bank at a Dollar Equivalent amount at least equal to the maximum amount of Optional Currency Loans which such transferee could become obligated to advance, which consent may be withheld in the sole and absolute discretion of the Fronting Bank. In the case of an assignment, upon receipt by the Administrative Agent of the Assignment and Assumption Agreement, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it had been a signatory Bank hereunder, the Commitments in Section 2.1 shall be adjusted accordingly, and upon surrender of any Note subject to such assignment, the Borrowers shall execute and deliver a new Note to the assignee in an amount equal to the amount of the Revolving Credit Commitment assumed by it and a new Revolving Credit Note to the assigning Bank in an amount equal to the Revolving Credit Commitment retained by it hereunder. The assigning Bank shall pay to the Administrative Agent a service fee in the amount of $3,500 for each assignment. In the case of a participation, the selling Bank shall notify TGI, as agent for the Borrowers, and the Administrative Agent of the participant’s identity, and the participant shall only have the rights specified in Section 8.2.3 (the participant’s rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto and not to include any voting rights except with respect to changes of the type referenced in clauses 10.1.1., 10.1.2. or 10.1.3 under Section 10.1), all of such Bank’s obligations under this Agreement or any other Loan Document shall remain unchanged, and all amounts payable by the Borrowers hereunder or thereunder shall be determined as if such Bank had not sold such participation. Any assignee or participant which is not incorporated under the Laws of the United States of America or a state thereof shall deliver to TGI, as agent for the Borrowers, and the Administrative Agent the form of certificate described in Section 10.17.1[Tax Withholding] relating to federal income tax withholding. Each Bank may furnish any publicly available information concerning the Borrowers or their Subsidiaries and any other information concerning the Borrowers or their Subsidiaries in the possession of such Bank from time to time to assignees and participants (including prospective assignees or participants), provided that such assignees and participants agree to be bound by the provisions of Section 10.12. Each Bank may at any time pledge or assign all or any portion of its rights under the Loan Documents (including any portion of its Notes) to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release any Bank from its obligations under any of the Loan Documents.

Successors; Assignments. This Agreement shall be binding upon and shall inure to the benefit of the Banks, the Administrative Agent, the Borrowers and their respective successors and assigns, except that no Borrower may assign or transfer any of its rights and Obligations hereunder or any interest herein. Each Bank may, at its own cost, make assignments of or sell participations in all or any part of its Revolving Credit Commitment and the Loans made by it to one or more banks or other financial institutions, subject to the consent of TGI (TGI’s consent not being required if an Event of Default has occurred and is continuing), as agent for the Borrowers, and the Administrative Agent with respect to any assignee, such consent not to be unreasonably withheld, and provided that assignments may not be made in amounts less than $5,000,000 and provided further that no assignment to a transferee which is unable to fund Optional Currency Loans (either a then-existing Non-Fronting Bank or a transferee which would request to become a Non-Fronting Bank if it were to become a Bank hereunder) shall be made without the written consent of the Fronting Bank to accept such transferee as a Non-Fronting Bank at a Dollar Equivalent amount at least equal to the maximum amount of Optional Currency Loans which such transferee could become obligated to advance, which consent may be withheld in the sole and absolute discretion of the Fronting Bank5,000,000. In the case of an assignment, upon receipt by the Administrative Agent of the Assignment and Assumption Agreement, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it had been a signatory Bank hereunder, the Commitments in Section 2.1 shall be adjusted accordingly, and upon surrender of 119 any Note subject to such assignment, the Borrowers shall execute and deliver a new Note to the assignee in an amount equal to the amount of the Revolving Credit Commitment assumed by it and a new Revolving Credit Note to the assigning Bank in an amount equal to the Revolving Credit Commitment retained by it hereunder. The assigning Bank shall pay to the Administrative Agent a service fee in the amount of $3,500 for each assignment. In the case of a participation, the selling Bank shall notify TGI, as agent for the Borrowers, and the Administrative Agent of the participant’s identity, and the participant shall only have the rights specified in Section 8.2.3 (the participant’s rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto and not to include any voting rights except with respect to changes of the type referenced in clauses 10.1.1., 10.1.2. or 10.1.3 under Section 10.1), all of such Bank’s obligations under this Agreement or any other Loan Document shall remain unchanged, and all amounts payable by the Borrowers hereunder or thereunder shall be determined as if such Bank had not sold such participation. Any assignee or participant which is not incorporated under the Laws of the United States of America or a state thereof shall deliver to TGI, as agent for the Borrowers, and the Administrative Agent the form of certificate described in Section 10.17.1[Tax 10.17.1 [Tax Withholding] relating to federal income tax withholding. Each Bank may furnish any publicly available information concerning the Borrowers or their Subsidiaries and any other information concerning the Borrowers or their Subsidiaries in the possession of such Bank from time to time to assignees and participants (including prospective assignees or participants), provided that such assignees and participants agree to be bound by the provisions of Section 10.12. Each Bank may at any time pledge or assign all or any portion of its rights under the Loan Documents (including any portion of its Notes) to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release any Bank from its obligations under any of the Loan Documents. Notwithstanding anything to the contrary provided in this Section, to the extent TGI’s consent is required for any assignment by a Bank, such consent shall be deemed given unless TGI shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof.

Successors; Assignments. This Agreement shall be binding upon and shall inure to the benefit of the Banks, the Administrative Agent, the Borrowers Borrower and their respective successors and assigns, except that no the Borrower may not assign or transfer any of its rights and Obligations hereunder or any interest herein. Each Bank may, at its own cost, make assignments of or sell participations in all or any part of its Revolving Credit Commitment and the Loans made by it to one or more banks or other financial institutions, subject to the consent of TGI (TGI’s consent not being required if an Event of Default has occurred and is continuing), as agent for the Borrowers, Borrower and the Administrative Agent with respect to any assignee, such consent not to be unreasonably withheld, and provided that assignments may not be made in amounts less than $5,000,000 and provided further that no assignment to a transferee which is unable to fund Optional Currency Loans (either a then-existing Non-Fronting Bank or a transferee which would request to become a Non-Fronting Bank if it were to become a Bank hereunder) shall be made without the written consent of the Fronting Bank to accept such transferee as a Non-Fronting Bank at a Dollar Equivalent amount at least equal to the maximum amount of Optional Currency Loans which such transferee could become obligated to advance, which consent may be withheld in the sole and absolute discretion of the Fronting Bank5,000,000. In the case of an assignment, upon receipt by the Administrative Agent of the Assignment and Assumption Agreement, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it had been a signatory Bank hereunder, the Commitments in Section 2.1 shall be adjusted accordingly, and upon surrender of any Note subject to such assignment, the Borrowers Borrower shall execute and deliver a new Note to the assignee in an amount equal to the amount of the Revolving Credit Commitment assumed by it and a new Revolving Credit Note to the assigning Bank in an amount equal to the Revolving Credit Commitment retained by it hereunder. The assigning Bank shall pay to the Administrative Agent a service fee in the amount of $3,500 for each assignment. In the case of a participation, the selling Bank shall notify TGI, as agent for the Borrowers, Borrower and the Administrative Agent of the participant’s identity, and the participant shall only have the rights specified in Section 8.2.3 (the participant’s rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto and not to include any voting rights except with respect to changes of the type referenced in clauses 10.1.1., 10.1.2. or 10.1.3 under Section 10.1), all of such Bank’s obligations under this Agreement or any other Loan Document shall remain unchanged, and all amounts payable by the Borrowers Borrower hereunder or thereunder shall be determined as if such Bank had not sold such participation. Any assignee or participant which is not incorporated under the Laws of the United States of America or a state thereof shall deliver to TGI, as agent for the Borrowers, Borrower and the Administrative Agent the form of certificate described in Section 10.17.1[Tax Withholding] 10.17 relating to federal income tax withholding. Each Bank may furnish any publicly available information concerning the Borrowers Borrower or their its Subsidiaries and any other information concerning the Borrowers Borrower or their its Subsidiaries in the possession of such Bank from time to time to assignees and participants (including prospective assignees or participants), provided that such assignees and participants agree to be bound by the provisions of Section 10.12. Each Bank may at any time pledge or assign all or any portion of its rights under the Loan Documents (including any portion of its Notes) to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release any Bank from its obligations under any of the Loan Documents.

Successors; Assignments. This Agreement shall be binding upon and shall inure to the benefit of the Banks, the Administrative Agent, the Borrowers and their respective successors and assigns, except that no Borrower may assign or transfer any of its rights and Obligations hereunder or any interest herein. Each Bank may, at its own cost, make assignments of or sell participations in all or any part of its Revolving Credit Commitment and the Loans made by it to one or more banks or other financial institutions, subject to the consent of TGI (TGI’s consent not being required if an Event of Default has occurred and is continuing), as agent for the Borrowers, and the Administrative Agent with respect to any assignee, such consent not to be unreasonably withheld, and provided that assignments may not be made in amounts less than $5,000,000 and provided further that no assignment to a transferee which is unable to fund Optional Currency Loans (either a then-existing Non-Fronting Bank or a transferee which would request to become a Non-Fronting Bank if it were to become a Bank hereunder) shall be made without the written consent of the Fronting Bank to accept such transferee as a Non-Fronting Bank at a Dollar Equivalent amount at least equal to the maximum amount of Optional Currency Loans which such transferee could become obligated to advance, which consent may be withheld in the sole and absolute discretion of the Fronting Bank. In the case of an assignment, upon receipt by the Administrative Agent of the Assignment and Assumption Agreement, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it had been a signatory Bank hereunder, the Commitments in Section 2.1 shall be adjusted accordingly, and upon surrender of any Note subject to such assignment, the Borrowers shall execute and deliver a new Note to the assignee in an amount equal to the amount of the Revolving Credit Commitment assumed by it and a new Revolving Credit Note to the assigning Bank in an amount equal to the Revolving Credit Commitment retained by it hereunder. The assigning Bank shall pay to the Administrative Agent a service fee in the amount of $3,500 for each assignment. In the case of a participation, the selling Bank shall notify TGI, as agent for the Borrowers, and the Administrative Agent of the participant’s identity, and the participant shall only have the rights specified in Section 8.2.3 (the participant’s rights against such Bank in respect of such participation to be those set forth in the agreement executed by such Bank in favor of the participant relating thereto and not to include any voting rights except with respect to changes of the type referenced in clauses 10.1.1., 10.1.2. or 10.1.3 under Section 10.1), all of such Bank’s obligations under this Agreement or any other Loan Document shall remain unchanged, and all amounts payable by the Borrowers hereunder or thereunder shall be determined as if such Bank had not sold such participation. Any assignee or participant which is not incorporated under the Laws of the United States of America or a state thereof shall deliver to TGI, as agent for the Borrowers, and the Administrative Agent the form of certificate described in Section 10.17.1[Tax Withholding] 10.17 relating to federal income tax withholding. Each Bank may furnish any publicly available information concerning the Borrowers or their Subsidiaries and any other information concerning the Borrowers or their Subsidiaries in the possession of such Bank from time to time to assignees and participants (including prospective assignees or participants), provided that such assignees and participants agree to be bound by the provisions of Section 10.12. Each Bank may at any time pledge or assign all or any portion of its rights under the Loan Documents (including any portion of its Notes) to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release any Bank from its obligations under any of the Loan Documents.