Common use of Binding Effect Assignments and Participations Clause in Contracts

Binding Effect Assignments and Participations. (a) Whenever in this Agreement or any other Loan Agreement any of the parties hereto or thereto is referred to, such reference shall be deemed to refer to the successors and any permitted assigns of such party and this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each party hereto and the respective successors and assigns of each of them, except that the Borrower may not assign its rights or delegate its obligations hereunder or under any other Loan Document without the prior written consent of all of the Banks. (b) Any Bank may (i) with the prior written consent (except in the case of an assignment by any Bank to an Affiliate of such Bank or to another Bank) of the Agent and, prior to the occurrence of an Event of Default, the Borrower, which consent shall not be unreasonably withheld, assign its rights and delegate its obligations under this Agreement and any other Loan Document, including, without limitation, all or any portion of its Revolving Commitment, its Revolving Note, its Revolving Loans and any other Obligation owned by it, to one or more banks, financial institutions or other Person generally engaged in the business of making, purchasing or otherwise investing in commercial loans in the ordinary course of its business, provided, that the aggregate amount of the Revolving Commitment which is the subject of the assignment shall be $10,000,000 or an integral multiple of $10,000,000 in excess thereof, except (I) in the case of an assignment by one Bank to another Bank, in which case the aggregate amount of the Commitment which is the subject of the assignment shall be $1,000,000 or an integral multiple of $1,000,000 in excess thereof, and (II) in the case of the assignment by any Bank of its Commitment in full, and provided, that following any such assignment, the transferring Bank shall continue to hold a Commitment in an aggregate amount not less than $10,000,000, unless it has assigned its Commitment in full, and (ii) sell participations therein to one or more banks, financial institutions or other persons generally engaged in the business and making, purchasing or otherwise investing in commercial loans. Any such assignee under clause (i) of the preceding sentence, to the extent of such assignment (unless otherwise provided therein), shall have all the rights and obligations of a Bank hereunder and the assigning Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Upon any assignment and delegation as contemplated in clause (i) of the second preceding sentence, (A) the Agent shall revise Schedule 1.1 (a) to reflect such assignment and delegation and distribute such revised Schedule 1.1 (a) to the Borrower and the Banks, (B) the Borrower shall, at the request of either the assignor or assignee Bank, execute and deliver new Revolving Notes to the assignor Bank (if it retains a Revolving Commitment following such assignment) and the assignee Bank, in the principal amount of their respective Revolving Commitments, and (C) the assignor Bank shall pay to the Agent an assignment fee in the amount of $3,500. Upon the delivery of such new Revolving Notes, the assignor Bank shall return to the Borrower its Revolving Note in effect prior to such assignment and delegation. Notwithstanding the sale of any such participation under clause (ii) of the fifth preceding sentence, (x) no such participant shall be deemed to be or have the rights and obligations of a Bank hereunder except that any such participant shall have a right of setoff under Section 7.3 as if it were a Bank and the amount of its participation were owing directly to such participant by the Borrower obligated thereon and (y) each Bank, in connection with selling any such participation, shall not condition its rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (1) any reduction in the amount of any principal of, or the amount of or rate of interest or fee in connection with, its Revolving Commitment or any Obligation, or (2) any extension of the termination of its Revolving Commitment or the maturity of any principal of or interest on any Obligation.

Binding Effect Assignments and Participations. (a) Whenever in this Agreement or any other Loan Agreement any of the parties hereto or thereto is referred to, such reference shall be deemed to refer to the successors and any permitted assigns of such party and this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each party hereto and the respective successors and assigns of each of them, except that the Borrower Company may not assign its rights or delegate its obligations hereunder or under any other Loan Document without the prior written consent of all of the Majority Banks. (b) Any Bank may (i) with the prior written consent (except in the case of an assignment by any Bank to an Affiliate of such Bank or to another Bank) of the Agent and, prior to the occurrence of an Event of Default, the BorrowerCompany, which consent shall not not, from and after October 15, 1995, be unreasonably withheld, assign its rights and delegate its obligations under this Agreement and any other Loan Document, including, without limitation, all or any portion of its Revolving Commitment, its Revolving Note, its Revolving Loans and any other Obligation owned by it, to one or more banks, financial institutions institutions, corporate lenders or other Person generally engaged in the business of makingsophisticated investors, purchasing or otherwise investing in commercial loans in the ordinary course of its business, providedPROVIDED, that the aggregate amount of the Revolving Commitment which is the subject of the assignment shall be $10,000,000 or an integral multiple of $10,000,000 1,000,000 in excess thereof, except (I) in the case of an assignment by one Bank to another Bank, in which case the aggregate amount of the Commitment which is the subject of the assignment shall be $1,000,000 or an integral multiple of $1,000,000 in excess thereof, and (II) in the case of the assignment by any Bank of its Commitment in full, and providedPROVIDED, that following any such assignment, the transferring Bank shall continue to hold a Commitment in an aggregate amount not less greater than $10,000,000fifty percent (50%) of the amount of its Commitment as of the date it became a party to this Agreement, unless it has assigned its Commitment in full, and (ii) sell participations therein to one or more banks, financial institutions institutions, corporate lenders or other persons generally engaged in the business and making, purchasing or otherwise investing in commercial loanssophisticated investors. Any such assignee under clause (i) of the preceding sentence, to the extent of such assignment (unless otherwise provided therein), shall have all the rights and obligations of a Bank hereunder and the assigning Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Upon any assignment and delegation as contemplated in clause (i) of the second preceding sentence, (A) the Agent shall revise Schedule 1.1 (a) 1.01 to reflect such assignment and delegation and distribute such revised Schedule 1.1 (a) 1.01 to the Borrower Company and the Banks, (B) the Borrower Company shall, at the request of either the assignor or assignee Bank, execute and deliver new Revolving Notes to the assignor Bank (if it retains a Revolving Commitment following such assignment) and the assignee Bank, in the principal amount of their respective Revolving Commitments, and (C) the assignor Bank shall pay to the Agent an assignment fee in the amount of $3,5005,000. Upon the delivery of such new Revolving Notes, the assignor Bank shall return to the Borrower Company its Revolving Note in effect prior to such assignment and delegation. No assignment under clause (i) of the fourth preceding sentence may assign to the assignee Bank a percentage of the Aggregate Base Commitment Amount that is greater or less than the percentage of the Aggregate Seasonal Commitment so assigned. Notwithstanding the sale of any such participation under clause (ii) of the fifth preceding sentence, (x) no such participant shall be deemed to be or have the rights and obligations of a Bank hereunder except that any such participant shall have a right of setoff under Section 7.3 2.29 as if it were a Bank and the amount of its participation were owing directly to such participant by the Borrower Company obligated thereon and (y) each Bank, in connection with selling any such participation, shall not condition its rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (1) any reduction in the amount of any principal of, or the amount of or rate of interest or fee in connection with, its Revolving Commitment or any Obligation, or (2) any extension of the termination of its Revolving Commitment or the maturity of any principal of or interest on any Obligation.

Binding Effect Assignments and Participations. (a) Whenever in this Agreement or any other Loan Agreement any of the parties hereto or thereto is referred to, such reference shall be deemed to refer to the successors and any permitted assigns of such party and this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each party hereto and the respective successors and assigns of each of them, except that the Borrower Company may not assign its rights or delegate its obligations hereunder or under any other Loan Document without the prior written consent of all of the Banks. (b) Any Bank may (i) with the prior written consent (except no consent shall be required in the case of an assignment by any Bank to an Affiliate of such Bank or to another Bank) of the Agent and, prior to the occurrence of an Event of Default, the BorrowerCompany, which consent consents shall not be unreasonably withheldwithheld or delayed, assign its rights and delegate its obligations under this Agreement and any other Loan Document, including, without limitation, all or any portion of its Revolving Commitment, its Revolving Note, its Revolving Loans and any other Obligation owned by it, to one or more banks, financial institutions or other Person generally engaged in the business of making, purchasing or otherwise investing in commercial loans in the ordinary course of its business, providedPROVIDED, that the aggregate amount of the Revolving Commitment which is the subject of the assignment shall be $10,000,000 or an integral multiple of $10,000,000 1,000,000 in excess thereof, except (I) in the case of an assignment by one Bank to another Bank or an Affiliate of a Bank, in which case the aggregate amount of the Commitment which is the subject of the assignment shall be $1,000,000 or an integral multiple of $1,000,000 in excess thereof, and (II) in the case of the assignment by any Bank of its Commitment in full, and providedPROVIDED, that following any such assignment, the transferring Bank shall continue to hold a Commitment in an aggregate amount not less than $10,000,000, unless it has assigned its Commitment in full, and (ii) sell participations therein to one or more banks, financial institutions institutions, corporate lenders or other persons generally engaged in the business and making, purchasing or otherwise investing in commercial loanssophisticated investors. Any such assignee under clause (i) of the preceding sentence, to the extent of such assignment (unless otherwise provided therein), shall have all the rights and obligations of a Bank hereunder and the assigning Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Upon any assignment and delegation as contemplated in clause (i) of the second preceding sentence, (A) the Agent shall revise Schedule 1.1 (a1.01(a) to reflect such assignment and delegation and distribute such revised Schedule 1.1 (a1.01(a) to the Borrower Company and the Banks, (B) the Borrower Company shall, at the request of either the assignor or assignee Bank, execute and deliver new Revolving Notes to the assignor Bank (if it retains a Revolving Commitment following such assignment) and the assignee Bank, in the principal amount of their respective Revolving Commitments, and (C) the assignor Bank shall pay to the Agent an assignment fee in the amount of $3,5003,000, except with respect to assignments by a Bank to an Affiliate of such Bank. Upon the delivery of such new Revolving Notes, the assignor Bank shall return to the Borrower Company its Revolving Note in effect prior to such assignment and delegation. Notwithstanding the sale of any such participation under clause (ii) of the fifth preceding sentence, (x) no such participant shall be deemed to be or have the rights and obligations of a Bank hereunder except that any such participant shall have a right of setoff under Section 7.3 2.27 as if it were a Bank and the amount of its participation were owing directly to such participant by the Borrower Company obligated thereon and (y) each Bank, in connection with selling any such participation, shall not condition its rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (1) any reduction in the amount of any principal of, or the amount of or rate of interest or fee in connection with, its Revolving Commitment or any Obligation, or (2) any extension of the termination of its Revolving Commitment or the maturity of any principal of or interest on any Obligation.

Binding Effect Assignments and Participations. (a) Whenever in this Agreement or any other Loan Agreement any of the parties hereto or thereto is referred to, such reference shall be deemed to refer to the successors and any permitted assigns of such party and this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each party hereto and the respective successors and assigns of each of them, except that the Borrower Company may not assign its rights or delegate its obligations hereunder or under any other Loan Document without the prior written consent of all of the Banks. (b) Any Bank may (i) with the prior written consent (except in the case of an assignment by any Bank to an Affiliate of such Bank or to another Bank) of the Agent and, prior to the occurrence of an Event of Default, the BorrowerCompany, which consent shall not be unreasonably withheld, assign its rights and delegate its obligations under this Agreement and any other Loan Document, including, without limitation, all or any portion of its Revolving Commitment, its Revolving Note, its Revolving Loans and any other Obligation owned by it, to one or more banks, financial institutions or other Person generally engaged in the business of making, purchasing or otherwise investing in commercial loans in the ordinary course of its business, providedPROVIDED, that the aggregate amount of the Revolving Commitment which is the subject of the assignment shall be $10,000,000 or an integral multiple of $10,000,000 1,000,000 in excess thereof, except (I) in the case of an assignment by one Bank to another Bank, in which case the aggregate amount of the Commitment which is the subject of the assignment shall be $1,000,000 or an integral multiple of $1,000,000 in excess thereof, and (II) in the case of the assignment by any Bank of its Commitment in full, and providedPROVIDED, that following any such assignment, the transferring Bank shall continue to hold a Commitment in an aggregate amount not less than $10,000,000, unless it has assigned its Commitment in full, and (ii) sell participations therein to one or more banks, financial institutions institutions, corporate lenders or other persons generally engaged in the business and making, purchasing or otherwise investing in commercial loanssophisticated investors. Any such assignee under clause (i) of the preceding sentence, to the extent of such assignment (unless otherwise provided therein), shall have all the rights and obligations of a Bank hereunder and the assigning Bank shall be released from its duties and obligations under this Agreement to the extent of such assignment. Upon any assignment and delegation as contemplated in clause (i) of the second preceding sentence, (A) the Agent shall revise Schedule 1.1 (a1.01(a) to reflect such assignment and delegation and distribute such revised Schedule 1.1 (a1.01(a) to the Borrower Company and the Banks, (B) the Borrower Company shall, at the request of either the assignor or assignee Bank, execute and deliver new Revolving Notes to the assignor Bank (if it retains a Revolving Commitment following such assignment) and the assignee Bank, in the principal amount of their respective Revolving Commitments, and (C) the assignor Bank shall pay to the Agent an assignment fee in the amount of $3,5003,000. Upon the delivery of such new Revolving Notes, the assignor Bank shall return to the Borrower Company its Revolving Note in effect prior to such assignment and delegation. Notwithstanding the sale of any such participation under clause (ii) of the fifth preceding sentence, (x) no such participant shall be deemed to be or have the rights and obligations of a Bank hereunder except that any such participant shall have a right of setoff under Section 7.3 2.28 as if it were a Bank and the amount of its participation were owing directly to such participant by the Borrower Company obligated thereon and (y) each Bank, in connection with selling any such participation, shall not condition its rights in connection with consenting to amendments or granting waivers concerning any matter under any Loan Document upon obtaining the consent of such participant other than on matters relating to (1) any reduction in the amount of any principal of, or the amount of or rate of interest or fee in connection with, its Revolving Commitment or any Obligation, or (2) any extension of the termination of its Revolving Commitment or the maturity of any principal of or interest on any Obligation.