Common use of Assignments and Participations in Loans Clause in Contracts

Assignments and Participations in Loans. 52 61 (A) Each Lender may assign its rights and delegate its obligations under this Agreement to an Eligible Assignee; provided, that (a) such Lender shall first obtain the written consent of Agent, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c)(i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording an Assignment and Assumption Agreement together with (x) a processing and recording fee of $2,500 payable to Agent (which in no event shall be at Borrower's expense or responsibility) and (y) the Note originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D). In the case of an assignment authorized under this subsection 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof arising after the date such assignment is effective. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender".

Assignments and Participations in Loans. 52 61 (A) Each Lender may assign its rights and delegate its obligations under this Agreement to an Eligible Assigneeanother Person; provided, that (a) such Lender shall -------- first obtain the written consent of Agent, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c)(i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording an Assignment and Assumption a Lender Addition Agreement together with (x) a processing and recording fee of $2,500 payable to Agent (which in no event shall be at Borrower's expense or responsibility) and (y) the Note Revolving Note[s] originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D). In the case of an assignment authorized ----------------- under this subsection 9.1, the assignee shall have, to the extent of such -------------- assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof arising after the date such assignment is effectivethereof. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender".

Assignments and Participations in Loans. 52 61 (A) Each Lender may assign its rights and delegate its obligations under this Agreement to an Eligible Assignee; provided, provided that (a) such Lender -------- shall first obtain the written consent of Agent, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c)(i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording an Assignment and Assumption Agreement together with (x) a processing and recording fee of $2,500 3,500 payable to Agent (which in no event shall be at Borrower's expense or responsibility) and (y) each of the Note Notes originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower Borrowers, Funding Agent and Collateral Agent of such assignment and Borrower Borrowers shall comply with its their obligations under the last sentence of subsection 2.1(D---------- 2.1(G). In To the case extent of an assignment authorized under this subsection 9.19.5, ------ -------------- upon Agent's receipt and acceptance of the Assignment and Acceptance Agreement and Agent's receipt of the recording fee set forth above, the assignee shall have, be considered to the extent of such assignment, the same rights, benefits be a "Lender" hereunder and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof arising after the date such assignment is effective. each Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower Borrowers to the assignee and that the assignee assignee. The assigning Lender shall be considered relieved of its obligations hereunder with respect to be a "Lender"the assigned portion of its Commitment.

Assignments and Participations in Loans. 52 61 (A) Each Lender may assign its rights and delegate its obligations under this Agreement to an Eligible Assigneeanother Person; provided, that (a) except for assignments to another Lender, an Affiliate of another Lender or any investment fund (including any securitization vehicle) that invests in commercial loans and that is managed by a Lender, an Affiliate of a Lender, the same investment advisor as the assigning Lender or by an Affiliate of such investment advisor, such Lender shall first obtain the written consent of AgentAdministrative Agent and, so long as no Event of Default is continuing, Borrower Representative, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in unless otherwise agreed by Administrative Agent and, so long as no event Event of Default is continuing, Borrower Representative, be not less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c)(i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Administrative Agent for acceptance and recording an Assignment and Assumption Agreement together with (x) a processing and recording fee of $2,500 payable to Administrative Agent (which in no event shall be at Borrower's expense or responsibility) and (y) the Note Notes originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Administrative Agent shall notify Borrower of such assignment and Borrower Borrowers shall comply with its their obligations under the last sentence of subsection 2.1(D)) regarding issuance of Notes. In the case of an assignment authorized under this subsection 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof arising after the date such assignment is effectivethereof. Borrower The Loan Parties hereby acknowledges acknowledge and agrees agree that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender".. Notwithstanding

Assignments and Participations in Loans. 52 61 (A) Each Lender shall have the right at any time, to (y) sell, assign, transfer or negotiate all or any part of any Loan or Loans made by it or its Commitments, its participations in the Letters of Credit or any other interest herein or any other Obligations owed to it, to any Person or (z) sell participations in all or any part of any Loan or Loans made by it or its Commitments, its participations in the Letters of Credit or any other interest herein or any other Obligations owed to it, to any Person; provided that (i) no participation or assignment shall, without the consent of Company, require Company to file a registration statement with the Securities and Exchange Commission or apply to qualify the Loans under the blue sky law of any state; (ii) in the case of an assignment, such assignment may assign its rights and delegate its obligations under this Agreement to an Eligible Assignee; provided, that (a) be assigned in any amount to another Lender or an Affiliate of such Lender shall first obtain or another Lender with the written giving of notice to Company and Agent or (b) be otherwise assigned with the consent of Agent, Company (which consent shall not be unreasonably withheld) and the consent of Agent in an aggregate amount of at least $10,000,000; provided further, that, to the extent of such assignment in either clause (a) or (b) the amount of Commitments and Loans of ), the assigning Lender being assigned shall in no event be less than the lesser relieved of (i) $5,000,000 or (ii) the entire amount of the its obligations with respect to such Commitments and Loans of such assigning Lender and (c)(i) each such as it has so assigned; provided still further that any assignment shall be become effective five Business Days after Agent s receipt of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording an Assignment and Assumption Agreement together with (x) a processing written notice of such assignment from the assigning Lender and recording fee of $2,500 payable to Agent (which in no event shall be at Borrower's expense or responsibility) the assignee Lender and (y) a processing and recordation fee of $2,500, together with a copy of the Note originally delivered assignment agreement, in connection with Agent s recording of such sale, assignment, transfer or negotiation; provided still further that all assignments pursuant to this subsection 9.1 shall be effected pursuant to an assignment agreement between the assigning Lender and the assignee Lender substantially in the form of Exhibit XIV annexed hereto; and (iii) in the case of a participation, the holder of any such participation, other than an Affiliate of such Lender. Upon receipt of all , shall not be entitled to require such Lender to take or omit to take any action hereunder, except action directly affecting the extension of the foregoingregularly scheduled maturity of any portion of the principal amount of or interest on a Loan or any fees related thereto allocated to such participation, Agent or a reduction of the principal amount of or the rate of interest payable on the Loans or any fees related thereto allocated to such participation, and all amounts payable by Company hereunder shall notify Borrower of be determined as if that Lender had not sold such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D)participation. In the case of an assignment authorized under this subsection 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The Lender, including, without limitation, the right to indemnification pursuant to subsection 9.3 and the right to approve or disapprove actions which, in accordance with the terms hereof, require the approval of the Requisite Lenders and the assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or Commitment, or, as the case may be, the assigned portion thereof arising after thereof. In the date event of an assignment hereunder the Commitments hereunder shall be modified to reflect the Commitment of such assignee and, if any such assignment occurs while any Loan is effectiveoutstanding, Agent shall, no later than five Business Days following receipt of notice thereof, record such assignment in the Register as provided in subsection 2.1.F and such assignment shall become effective upon such recordation. Borrower In the event of an assignment of Notes, upon surrender of the assigning Lender s Notes, Company shall issue and deliver to Agent for delivery to such assignee and to assigning Lender, if applicable, new Notes pursuant to subsection 2.1.F as necessary to reflect the new Commitments of Lender and of assignee. Each Lender may furnish any information concerning Company and its Subsidiaries in the possession of that Lender from time to time to assignees and participants (including prospective assignees and participants), subject to subsection 9.19. Company hereby acknowledges and agrees that any assignment participation will give rise to a direct obligation of Borrower Company to the assignee participant and that the assignee participant shall for purposes of subsections 2.3.G, 2.4.G, 2.8.A, 2.8.B, 2.8.C, 2.9, 2.10, 9.4 and 9.5 be considered to be a "Lender ; provided that no participant shall be entitled to receive any greater amount pursuant to subsections 2.3, 2.4, 2.8 or 2.9 than the transferor Lender would have been entitled to receive in respect of the amount of the participation effected by such transferor Lender to such participant had no such participation occurred. Except as otherwise provided in the immediately preceding paragraph, no Lender shall, as between Company and such Lender", be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participations in, all or any part of the Loans or other Obligations owed to such Lender.

Assignments and Participations in Loans. 52 61 (A) Each Lender may assign its rights and delegate its obligations under this Agreement to an Eligible Assignee; provided, that (a) prior to the occurrence of an Event of Default which is continuing such Lender shall first obtain the written consent of AgentAgent and Borrower, which shall not be unreasonably withheldwithheld (unless such assignment is required by operation of law), (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 15,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c)(i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording an a Assignment and Assumption Agreement together with (x) a processing and recording fee of $2,500 3,500 payable to Agent (which in no event shall be at Borrower's expense or responsibility) and (y) each of the Note Notes originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D2.1(G). In To the case extent of an assignment authorized under this subsection 9.19.5, upon Agent's receipt and acceptance of the Assignment and Acceptance Agreement and Agent's receipt of the recording fee set forth above, the assignee shall have, be considered to the extent of such assignment, the same rights, benefits be a "Lender" hereunder and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof arising after the date such assignment is effective. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee assignee. The assigning Lender shall be considered relieved of its obligations hereunder with respect to be a "Lender"the assigned portion of its Commitment.

Assignments and Participations in Loans. 52 61 (A) Each Lender may assign its rights and delegate its obligations under this Agreement to an Eligible Assigneeanother Person; provided, that (a) such Lender shall first obtain the written consent of AgentAgent and Borrower Representative, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c)(i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording an Assignment and Assumption Agreement together with (x) a processing and recording fee of $2,500 payable to Agent (which in no event shall be at Borrower's expense or responsibility) and (y) the Note Notes originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower Borrowers shall comply with its their obligations under the last sentence of subsection 2.1(D). In the case of an assignment authorized under this subsection 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof arising after the date such assignment is effectivethereof. Borrower The Loan Parties hereby acknowledges acknowledge and agrees agree that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender".

Assignments and Participations in Loans. 52 61 (A) Each Lender may assign its rights and delegate its obligations under this Agreement to an Eligible Assignee; provided, that (a) such Lender shall first obtain the written consent of AgentAdministrative Agent (except that no such consent shall be required in connection with assignments by Term Loan C Lenders which are insurance companies), which shall not be unreasonably withheld, and the Administrative Agent shall deliver prior written notice to the Borrowers, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c)(i) unless consented to by the Administrative Agent (except that no such consent shall be required in connection with assignments by Term Loan C Lenders which are insurance companies), which consent shall not be unreasonably withheld or delayed, each such assignment shall be of a pro rata portion (except in the case of Term Loan C) of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Administrative Agent for acceptance and recording an Assignment and Assumption Acceptance Agreement together with (x) a processing and recording fee of $2,500 3,500 payable to Administrative Agent (which in no event shall be at Borrower's expense or responsibility) and (y) each of the Note Notes, if any, originally delivered to the assigning Lender. The administrative fee referred to in clause (c) of the preceding sentence shall not apply to an assignment described in paragraph (D) below. Upon receipt of all of the foregoing, Administrative Agent shall notify Borrower Borrowers of such assignment and Borrower Borrowers shall comply with its their obligations under the last sentence of subsection 2.1(D2.1(F). In the case of an assignment authorized under this subsection 9.19.5, the assignee shall have, be considered to be a "Lender" hereunder and Borrowers hereby acknowledge and agree that any assignment will give rise to a direct obligation of Borrowers to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunderassignee. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or the assigned portion thereof arising after the date such assignment is effective. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender"its Commitment.

Assignments and Participations in Loans. 52 61 (A) Each Lender may assign its rights and delegate its obligations under this Agreement to an Eligible Assigneeanother Person; providedPROVIDED, that (a) such Lender shall first obtain the written consent of Agent, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c)(i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording an Assignment and Assumption a Lender Addition Agreement together with (x) a processing and recording fee of $2,500 payable to Agent (which in no event shall be at Borrower's expense or responsibility) and (y) the Note Notes originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D2.1(E). In the case of an assignment authorized under this subsection 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof arising after the date such assignment is effectivethereof. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender". No Lender will directly assign its rights to a Foreign Lender unless such Foreign Lender has provided such Lender with a current Certificate of Exemption.

Assignments and Participations in Loans. 52 61 (A) Each Lender may assign its rights and delegate its obligations under this Agreement to an Eligible Assigneeanother Person (other than any Person engaging in a business which is in direct competition with a business of Borrowers); provided, that (a) such Lender shall first obtain the written consent of AgentAgent and Borrower Representative, neither of which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c)(i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording an Assignment and Assumption a Lender Addition Agreement together with (x) a processing and recording fee of $2,500 payable to Agent (which in no event shall be at Borrower's expense or responsibility) and (y) the Note Term Notes originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower Representative of such assignment and Borrower Borrowers shall comply with its their obligations under the last sentence of subsection 2.1(D2.1(E). In the case of an assignment authorized under this subsection 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof arising after the date such assignment is effectivethereof. Borrower Holdings and Borrowers hereby acknowledges acknowledge and agrees agree that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender". As of the Closing Date, Xxxxxx intends to remain as Agent hereunder and to maintain a Pro Rata Share of at least fifty percent (50%) of the Total Loan Commitment, it being understood by the Loan Parties and the other Lenders that Xxxxxx shall have no obligation to remain as Agent and shall have no obligation to maintain, and shall have the right to dispose of, all or any portion of its Pro Rata Share of any Commitment or Loan.

Assignments and Participations in Loans. 52 61 (A) Each Lender may assign its rights and delegate its obligations under this Agreement to an Eligible Assigneeanother Person; provided, that (a) such Lender shall first obtain the written consent of Agent, and, while no Default or Event of Default exists, Borrower, in each case which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c)(i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording an Assignment and Assumption a Lender Addition Agreement together with (x) a processing and recording fee of $2,500 payable to Agent (which in no event shall be at Borrower's expense or responsibility) and (y) the Note Notes originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last second sentence of subsection 2.1(D)Section 1.3. In the case of an assignment authorized under this subsection 9.1Section 11.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof arising after the date such assignment is effectivethereof. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender". Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including Borrower's rights, title, interests, remedies, powers, and duties hereunder or thereunder.

Assignments and Participations in Loans. 52 61 (A) Each Lender may assign its rights and delegate its obligations under this Agreement to an Eligible Assigneeanother Person; provided, that (a) such Lender shall first obtain the written consent of Agent, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c)(i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording an Assignment and Assumption a Lender Addition Agreement together with (x) a processing and recording fee of $2,500 payable to Agent (which in no event shall be at Borrower's expense or responsibility) and (y) the Note Revolving Note[s] originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D). In the case of an assignment authorized under this subsection 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof arising after the date such assignment is effectivethereof. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender".

Assignments and Participations in Loans. 52 61 (A) A. Each Lender may assign to one or more assignees all or a portion of its interests, rights and delegate its obligations under this Agreement (including all or a portion of any of its commitments and the Loans at the time owing to an Eligible Assigneeit); provided, however, that (ai) such except in the case of an assignment to a Lender shall first obtain the or an Affiliate of a Lender, each of Administrative Agent and Borrower must give its prior written consent of Agent, to such assignment (which consent shall not be unreasonably withheld), (bii) in the case of any assignment of any Commitment, Fronting Bank must give its prior written consent to such assignment (which consent shall not be unreasonably withheld), (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender, the amount of the commitments, in the case of an assignment of Commitments and Loans of the assigning Lender being assigned subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Agent) shall in no event not be less than the lesser of (i) $5,000,000 or (ii) the entire amount entirety of the Commitments and Loans of such assigning Lender and Commitment, as applicable, (c)(i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (iiiv) the parties to each such assignment shall execute and deliver to Administrative Agent for an Assignment and Acceptance and, a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to Administrative Agent an Administrative Questionnaire; and provided further that any consent otherwise required under this paragraph shall not be required if a Potential Event of Default or an Event of Default has occurred and is continuing. Upon acceptance and recording an pursuant to subsection 9.2D, from and after the effective date specified in each Assignment and Assumption Agreement together with (x) a processing and recording fee of $2,500 payable to Agent (Acceptance, which in no event effective date shall be at Borrower's expense or responsibility) and least five Business Days after the execution thereof unless Administrative Agent shall otherwise agree, (yA) the Note originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent assignee thereunder shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D). In the case of an assignment authorized under this subsection 9.1, the assignee shall havebe a party hereto and, to the extent of the interest assigned by such assignmentAssignment and Acceptance, have the same rights, benefits rights and obligations as it would if it were of a Lender hereunder. The under this Agreement and (B) the assigning Lender shall thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be relieved of released from its obligations hereunder with respect under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease be a party hereto but shall continue to its Commitment or assigned portion thereof arising after the date such assignment is effective. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower be entitled to the assignee benefits of subsections 2.1H, 2.1J, 2.7F, 2.9, 2.10, and that the assignee shall be considered 9.4, as well as to be a "Lender"any fees accrued for its account under subsections 2.1F and 2.6 and not yet paid).

Assignments and Participations in Loans. 52 61 (A) Each Lender may assign its rights and delegate its obligations under this Agreement to an Eligible Assigneeanother Person; provided, that (a) -------- such Lender shall first obtain the written consent of Agent, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c)(i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Agent for acceptance and recording an Assignment and Assumption Agreement together with (x) a processing and recording fee of $2,500 3,000 payable to Agent (which in no event shall be at Borrower's expense or responsibility) and (y) the Note Notes originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D2.1(B). In the case of an assignment authorized under ---------------- this subsection 9.1, the assignee shall have, to the extent of such -------------- assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof arising after the date such assignment is effectivethereof. Borrower The Loan Parties hereby acknowledges acknowledge and agrees agree that any assignment will give rise to a direct obligation of Borrower each Loan Party to the assignee and that the assignee shall be considered to be a "Lender".

Assignments and Participations in Loans. 52 61 (A) Each Lender may assign its rights and delegate its obligations under this Agreement to an Eligible Assigneeanother Person; provided, that (a) such Lender shall first obtain the written consent of Administrative and Documentation Agent and Collateral Monitoring Agent, which shall not be unreasonably withheld, (b) the amount of Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Commitments and Loans of such assigning Lender and (c)(i) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (ii) the parties to such assignment shall execute and deliver to Administrative and Documentation Agent for acceptance and recording an Assignment and Assumption a Lender Addition 66 75 Agreement together with (x) a processing and recording fee of $2,500 payable to Administrative and Documentation Agent (which in no event shall be at Borrower's expense or responsibility) and (y) the Note Notes originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Administrative and Documentation Agent shall notify Borrower Collateral Monitoring Agent and Borrowing Agent of such assignment and each Borrower shall comply with its obligations under the last sentence of subsection 2.1(D2.1(F). In the case of an assignment authorized under this subsection 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Commitment or assigned portion thereof arising after the date such assignment is effectivethereof. Each Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of such Borrower to the assignee and that the assignee shall be considered to be a "Lender".

Assignments and Participations in Loans. 52 61 (A) Each Lender may assign its rights and delegate its obligations under this Agreement to an Eligible Assigneeanother Person; provided, that (a) such Lender shall first obtain the written consent of Agent, which shall not be unreasonably withheld, (b) the amount of Revolving Loan Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (i) $5,000,000 or (ii) the entire amount of the Revolving Loan Commitments and Loans of such assigning Lender and Lender, (c)(ic) each such assignment shall be of a pro rata portion of all such assigning Lender's Loans and Revolving Loan Commitments hereunder, and (iid) the parties to such assignment shall execute and deliver to Agent for acceptance and recording an Assignment and Assumption a Lender Addition Agreement together with (xi) a processing and recording fee of $2,500 payable to Agent (which in no event shall be at Borrower's expense or responsibility) and (yii) the Revolving Note originally delivered to the assigning Lender. Upon receipt of all of the foregoing, Agent shall notify Borrower of such assignment and Borrower shall comply with its obligations under the last sentence of subsection 2.1(D). In the case of an assignment authorized under this subsection 9.1, the assignee shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder. The assigning Lender shall be relieved of its obligations hereunder with respect to its Revolving Loan Commitment or assigned portion thereof arising after the date such assignment is effectivethereof. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender".