Common use of Assignment by a Lender Clause in Contracts

Assignment by a Lender. (a) This Agreement shall be binding upon and inure to the benefit of Borrower, Agent, each Lender, all future holders of the Loans and their respective successors and assigns, except that Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Agent and each Lender. (b) Borrower acknowledges that in the regular course of commercial banking business one or more Lenders may at any time and from time to time sell participating interests in the Loans to other financial institutions (each such transferee or purchaser of a participating interest, a "Transferee"). Each Transferee may exercise all rights of payment (including without limitation rights of set-off) with respect to the portion of such Loans held by it or other Obligations payable hereunder as fully as if such Transferee were the direct holder thereof provided that Borrower shall not be required to pay to any Transferee more than the amount which it would have been required to pay to the Lender which granted an interest in its Loans or other Obligations payable hereunder to such Transferee had such Lender retained such interest in the Loans hereunder or other Obligations payable hereunder and in no event shall Borrower be required to pay any such amount arising from the same circumstances and with respect to the same Loans or other Obligations payable hereunder to both such Lender and such Transferee. Borrower hereby grants to any Transferee a continuing security interest in any deposits, moneys or other property actually or constructively held by such Transferee as security for the Transferee's interest in the Loans. (c) Any Lender may sell, assign or transfer all or any part of its rights under this Agreement and the Ancillary Agreements to one or more additional banks or financial institutions which are able to make Loans with the prior written consent of Agent and Borrower which consent shall not be unreasonably withheld, provided that Borrower shall have no right to consent to any such sale or assignment (i) upon the occurrence and during the continuance of an Event of Default and (ii) from a Lender to an Affiliate of such Lender, and one or more of such additional banks or financial institutions may commit to make Loans hereunder (each a "Purchasing Lender"), pursuant to a Commitment Transfer Supplement, executed by a Purchasing Lender, the transferor Lender, and Agent and delivered to Agent for recording. Upon such execution, delivery, acceptance and recording, from and after the transfer effective date determined pursuant to such Commitment Transfer Supplement, (i) Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder with a Commitment Percentage and Commitment as set forth therein, and (ii) the transferor Lender thereunder shall, to the extent provided in such Commitment Transfer Supplement, be released from its obligations under this Agreement, the Commitment Transfer Supplement creating a novation for that purpose. Such Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of the Commitment Percentages and the Commitment, if any, arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Ancillary Agreements. If Borrower consents to the addition of such Purchasing Lender, which consent shall not be unreasonably withheld, it shall be deemed to have consented to the resulting adjustment of the Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Ancillary Agreements. Borrower shall execute such further documents and do such further acts and things in order to effectuate the foregoing. Notwithstanding anything hereinabove to the contrary, no Lender shall sell, assign or transfer its rights hereunder to any Purchasing Lender unless such Lender has first given Agent thirty (30) days prior written notice, during which period Agent shall have the option to repurchase from such Lender its rights under this Agreement on the same basis as provided to the proposed Purchasing Lender. If Agent exercises its option, the parties shall execute a Commitment Transfer Supplement and the transferor Lender shall be released from its obligations under the Agreement to the extent provided in such Commitment Transfer Supplement. In addition, in the event there shall occur a material adverse change in the financial condition or affairs of any Lender, Agent shall have the right to repurchase such Lender's rights under the Agreement in the manner described above. (d) Agent shall maintain at its address a copy of each Commitment Transfer Supplement delivered to it and a register (the "Register") for the recordation of the names and addresses of the Loans owing to each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and Borrower, Agent and Lenders may treat each Person whose name is recorded in the Register as the owner of the Loans recorded therein for the purposes of this Agreement. The Register shall be available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. Agent shall receive a processing fee in the amount of $3,500 payable by the applicable Purchasing Lender upon the effective date of each transfer or assignment to such Purchasing Lender. (e) Borrower authorizes each Lender to disclose to any Transferee or Purchasing Lender and any prospective Transferee or Purchasing Lender any and all financial information in such Lender's possession concerning Borrower which has been delivered to such Lender by or on behalf of Borrower pursuant to this Agreement or in connection with such Lender's credit evaluation of Borrower and each Purchasing Lender and any Transferee shall hold all non-public information obtained pursuant to the requirements of this Agreement in accordance with applicable federal and state securities laws and its customary procedures for handling confidential information of this nature; provided, however each Purchasing Lender or Transferee may disclose such confidential information (a) to its examiners, affiliates, outside auditors, counsel and other professional advisors, (b) to any other prospective Transferees, and (c) as required or requested by any governmental authority or representative thereof or pursuant to legal process.

Assignment by a Lender. (a) This Agreement shall be binding upon and inure Each Lender may assign to the benefit of Borrower, Agent, each Lender, one or more Eligible Assignees all future holders of the Loans and their respective successors and assigns, except that Borrower may not assign or transfer any a portion of its rights or and obligations under this Agreement without the prior written consent (including all or a portion of Agent its Loans, its Notes, Commitments and each Lender.Participations); provided, however, that (bi) Borrower acknowledges that in the regular course of commercial banking business one or more Lenders may at any time and from time to time sell participating interests in the Loans to other financial institutions (each such transferee or purchaser of a participating interest, a "Transferee"). Each Transferee may exercise all rights of payment (including without limitation rights of set-off) with respect to the portion of such Loans held by it or other Obligations payable hereunder as fully as if such Transferee were the direct holder thereof provided that Borrower assignment shall not be required to pay to any Transferee more than the amount which it would have been required to pay to the Lender which granted an interest in its Loans or other Obligations payable hereunder to such Transferee had such Lender retained such interest in the Loans hereunder or other Obligations payable hereunder and in no event shall Borrower be required to pay any such amount arising from the same circumstances and with respect to the same Loans or other Obligations payable hereunder to both such Lender and such Transferee. Borrower hereby grants to any Transferee a continuing security interest in any deposits, moneys or other property actually or constructively held by such Transferee as security for the Transferee's interest in the Loans. (c) Any Lender may sell, assign or transfer all or any part of its rights under this Agreement and the Ancillary Agreements to one or more additional banks or financial institutions which are able to make Loans with the prior written consent of Agent and Borrower which consent shall not be unreasonably withheld, provided that Borrower shall have no right to consent to any such sale or assignment (i) upon the occurrence and during the continuance of an Event of Default and Eligible Assignees; (ii) from a Lender except in the case of an assignment to an existing Lender, an Affiliate of an existing Lender or any fund that invests in bank loans or similar extensions of credit and is advised or managed by a Lender (or an Affiliate of a Lender) or an investment advisor (or any Affiliate to an investment advisor) to an existing Lender or an assignment of all of a Lender's rights and obligations under this Agreement, any such partial assignment shall be in an amount at least equal to $1,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or such lesser amount agreed to by the Borrower and the Administrative Agent; (iii) each such assignment shall consist of the same percentage of all of the Obligations and Commitments of the existing Lender hereunder; and (iv) the parties to such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment and Acceptance in the form of Exhibit "H" hereto, together with any Note subject to such assignment and one a processing fee of $3,500; provided, no such fee shall be payable in respect of assignments to any Affiliate of a Lender or more a fund that invests in bank loans or similar extensions of such additional banks credit and is advised or financial institutions may commit to make Loans hereunder (each a "Purchasing Lender"), pursuant to a Commitment Transfer Supplement, executed managed by a Purchasing Lender (or an Affiliate of a Lender, the transferor ) or an investment advisor (or any Affiliate to an investment advisor) to an existing Lender, and Agent and delivered to Agent for recording. Upon such execution, delivery, and acceptance of such Assignment and recordingAcceptance, from and after the transfer effective date determined pursuant to such Commitment Transfer Supplement, (i) Purchasing Lender assignee thereunder shall be a party hereto and, to the extent provided in of such Commitment Transfer Supplementassignment, have the rights obligations, rights, and obligations benefits of a Lender thereunder with a Commitment Percentage hereunder and Commitment as set forth therein, and (ii) the transferor assigning Lender thereunder shall, to the extent provided in of such Commitment Transfer Supplementassignment, relinquish its rights and be released from its obligations under this Agreement, . Upon the Commitment Transfer Supplement creating a novation for that purpose. Such Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of the Commitment Percentages and the Commitment, if any, arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Ancillary Agreements. If Borrower consents to the addition of such Purchasing Lender, which consent shall not be unreasonably withheld, it shall be deemed to have consented to the resulting adjustment of the Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Ancillary Agreements. Borrower shall execute such further documents and do such further acts and things in order to effectuate the foregoing. Notwithstanding anything hereinabove to the contrary, no Lender shall sell, assign or transfer its rights hereunder to any Purchasing Lender unless such Lender has first given Agent thirty (30) days prior written notice, during which period Agent shall have the option to repurchase from such Lender its rights under this Agreement on the same basis as provided to the proposed Purchasing Lender. If Agent exercises its option, the parties shall execute a Commitment Transfer Supplement and the transferor Lender shall be released from its obligations under the Agreement to the extent provided in such Commitment Transfer Supplement. In addition, in the event there shall occur a material adverse change in the financial condition or affairs consummation of any Lender, Agent shall have the right to repurchase such Lender's rights under the Agreement in the manner described above. (d) Agent shall maintain at its address a copy of each Commitment Transfer Supplement delivered to it and a register (the "Register") for the recordation of the names and addresses of the Loans owing to each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and Borrower, Agent and Lenders may treat each Person whose name is recorded in the Register as the owner of the Loans recorded therein for the purposes of this Agreement. The Register shall be available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. Agent shall receive a processing fee in the amount of $3,500 payable by the applicable Purchasing Lender upon the effective date of each transfer or assignment to such Purchasing Lender. (e) Borrower authorizes each Lender to disclose to any Transferee or Purchasing Lender and any prospective Transferee or Purchasing Lender any and all financial information in such Lender's possession concerning Borrower which has been delivered to such Lender by or on behalf of Borrower pursuant to this Agreement or in connection with such Lender's credit evaluation of Section 12.3(b), the Administrative Agent and the Borrower and each Purchasing Lender and any Transferee shall hold all non-public information obtained pursuant to the requirements of this Agreement in accordance with applicable federal and state securities laws and its customary procedures for handling confidential information of this nature; provided, however each Purchasing Lender or Transferee may disclose such confidential information (a) to its examiners, affiliates, outside auditors, counsel and other professional advisors, (b) to any other prospective Transferees, and (c) as required or requested by any governmental authority or representative thereof or pursuant to legal process.make appropriate

Assignment by a Lender. (a) This Agreement shall be binding upon and inure to the benefit of Borrower, Agent, each Lender, all future holders of the Loans and their respective successors and assigns, except that Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Agent and each Lender. (b) Borrower acknowledges that in the regular course of commercial banking business one or more Lenders may at any time and from time to time sell participating interests in the Loans to other financial institutions (each such transferee or purchaser of a participating interest, a "Transferee"). Each Transferee may exercise all rights of payment (including without limitation rights of set-off) with respect to the portion of such Loans held by it or other Obligations payable hereunder as fully as if such Transferee were the direct holder thereof provided that Borrower shall not be required to pay to any Transferee more than the amount which it would have been required to pay to the Lender which granted an interest in its Loans or other Obligations payable hereunder to such Transferee had such Lender retained such interest in the Loans hereunder or other Obligations payable hereunder and in no event shall Borrower be required to pay any such amount arising from the same circumstances and with respect to the same Loans or other Obligations payable hereunder to both such Lender and such Transferee. Borrower hereby grants to any Transferee a continuing security interest in any deposits, moneys or other property actually or constructively held by such Transferee as security for the Transferee's interest in the Loans. (c) Any Lender may sell, assign or transfer all or any part of its rights under this Agreement and the Ancillary Agreements to one or more additional banks or financial institutions which are able to make Loans with the prior written consent of Agent and Borrower which consent shall not be unreasonably withheld, provided that Borrower shall have no right to consent to any such sale or assignment (i) upon the occurrence and during the continuance of an Event of Default and (ii) from a Lender to an Affiliate of such Lender, and one or more of such additional banks or financial institutions may commit to make Loans hereunder (each a "Purchasing Lender"), pursuant to a Commitment Transfer Supplement, executed by a Purchasing Lender, the transferor Lender, and Agent and delivered to Agent for recording. Upon such execution, delivery, acceptance and recording, from and after the transfer effective date determined pursuant to such Commitment Transfer Supplement, (i) Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of a Lender thereunder with a Commitment Percentage and Commitment as set forth therein, and (ii) the transferor Lender thereunder shall, to the extent provided in such Commitment Transfer Supplement, be released from its obligations under this Agreement, the Commitment Transfer Supplement creating a novation for that purpose. Such Commitment Transfer Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of the Commitment Percentages and the CommitmentMaximum Loan Amount, if any, arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Ancillary Agreements. If Agent shall notify Borrower of the addition of any Purchasing Lender. Borrower hereby consents to the addition of such Purchasing Lender, which consent shall not be unreasonably withheld, it shall be deemed to have consented to Lender and the resulting adjustment of the Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement and the Ancillary Agreements. Borrower shall execute such further documents and do such further acts and things in order to effectuate the foregoing. Notwithstanding anything hereinabove to the contrary, no Lender shall sell, assign or transfer its rights hereunder to any Purchasing Lender unless such Lender has first given Agent thirty (30) days prior written notice, during which period Agent shall have the option to repurchase from such Lender its rights under this Agreement on the same basis as provided to the proposed Purchasing Lender. If Agent exercises its option, the parties shall execute a Commitment Transfer Supplement and the transferor Lender shall be released from its obligations under the Agreement to the extent provided in such Commitment Transfer Supplement. In addition, in the event there shall occur a material adverse change in the financial condition or affairs of any Lender, Agent shall have the right to repurchase such Lender's rights under the Agreement in the manner described above. (d) Agent shall maintain at its address a copy of each Commitment Transfer Supplement delivered to it and a register (the "Register") for the recordation of the names and addresses of the Loans owing to each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and Borrower, Agent and Lenders may treat each Person whose name is recorded in the Register as the owner of the Loans recorded therein for the purposes of this Agreement. The Register shall be available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. Agent shall receive a processing fee in the amount of $3,500 payable by the applicable Purchasing Lender upon the effective date of each transfer or assignment to such Purchasing Lender. (e) Borrower authorizes each Lender to disclose to any Transferee or Purchasing Lender and any prospective Transferee or Purchasing Lender any and all financial information in such Lender's possession concerning Borrower which has been delivered to such Lender by or on behalf of Borrower pursuant to this Agreement or in connection with such Lender's credit evaluation of Borrower and each Purchasing Lender and any Transferee shall hold all non-public information obtained pursuant to the requirements of this Agreement in accordance with applicable federal and state securities laws and its customary procedures for handling confidential information of this nature; provided, however each Purchasing Lender or Transferee may disclose such confidential information (a) to its examiners, affiliates, outside auditors, counsel and other professional advisors, (b) to any other prospective Transferees, and (c) as required or requested by any governmental authority or representative thereof or pursuant to legal process.