Common use of Certain Conditions to Assignments Clause in Contracts

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an Assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC Exposure, the amount of the Commitment or Loans and LC Exposure of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans and LC Exposure; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligated; and (D) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC ExposureLoans, the amount of the Commitment or Loans and LC Exposure of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans and LC ExposureCommitments or Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), ) (for which the Borrower and the Guarantors shall not be obligated); and (D) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; (E) unless a Default or Event of Default has occurred and is continuing, such assignee is not a Competitor.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an Approved Fund of such assigning Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment 's Commitment(s), Loan(s), LC Exposure or Loans and LC Swingline Exposure, the amount of the Commitment Commitment(s), Loan(s), LC Exposure or Loans and LC Swingline Exposure of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 U.S.$5,000,000 (or, in the case of any assignment of a Tranche B Terms Loan or Tranche B Term Loan Commitment, U.S.$1,000,000) unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment of any Commitments Commitment, Loan, LC Exposure or Loans and LC Swingline Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement in respect of such Commitmentsits Commitment, Loans Loan, LC Exposure and LC Swingline Exposure; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAcceptance, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligatedU.S.$3,500; and (D) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure, the amount of the Commitment or Loans and LC Exposure of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default under clause (a), (i) or (j) of Article VII has occurred and is continuing; (B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans and LC Exposure; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAssumption, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), ) (for which the Borrower and the Guarantors shall not be obligated); and (D) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans and LC ExposureLoans, the amount of the Commitment or Loans and LC Exposure of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Loans Commitments and LC ExposureLoans; (Ci) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligatedobligated (except in the case of an assignment pursuant to Section 2.17(b)) and (ii) the assignee shall execute and deliver to the Administrative Agent a counterpart to the Lender Letter and thereby agree to be bound by its terms; and (D) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) 1. except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Term Loan Commitment or Loans and LC ExposureAdvances, the amount of the Term Loan Commitment or Loans and LC Exposure Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 3,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingconsents; (B) 2. each partial assignment of any Term Loan Commitments or Loans and LC Exposure Advances shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations with respect to the applicable Advance under this Agreement in respect of such Commitments, Loans Term Loan Commitments and LC ExposureAdvances; (C) 3. the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoA, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which no one other than the Borrower assignor and the Guarantors assignee shall not be obligated; and); (D) 4. the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire and a consent to the terms and provisions of the Agency Agreement; and 5. so long as no Event of Default has occurred and is continuing, no assignment shall be made to any Person that does not constitute an Eligible Assignee without the prior written consent of Borrower.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) 1. except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Term Loan Commitment or Loans and LC ExposureAdvances, the amount of the Term Loan Commitment or Loans and LC Exposure Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 3,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuingconsents; (B) 2. each partial assignment of any Term Loan Commitments or Loans and LC Exposure Advances shall be made as an assignment of a proportionate part of all the assigning Lender▇▇▇▇▇▇’s rights and obligations with respect to the applicable Advance under this Agreement in respect of such Commitments, Loans Term Loan Commitments and LC ExposureAdvances; (C) 3. the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoA, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which no one other than the Borrower assignor and the Guarantors assignee shall not be obligated; and); (D) 4. the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire and a consent to the terms and provisions of the Agency Agreement; and 5. so long as no Event of Default has occurred and is continuing, no assignment shall be made to any Person that does not constitute an Eligible Assignee without the prior written consent of Borrower.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an Approved Fund of such assigning Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment Commitment(s), Loan(s), LC Exposure or Loans and LC Swingline Exposure, the amount of the Commitment Commitment(s), Loan(s), LC Exposure or Loans and LC Swingline Exposure of the assigning Lender subject to each such assignment (determined as of the date of the Assignment and Assumption Acceptance with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 U.S.$5,000,000 (or, in the case of any assignment of a Term Loan or Term Loan Commitment, U.S.$1,000,000) unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment of any Commitments Commitment, Loan, LC Exposure or Loans and LC Swingline Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitmentsits Commitment, Loans Loan, LC Exposure and LC Swingline Exposure; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A heretoAcceptance, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Guarantors shall not be obligatedU.S.$3,500; and (D) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender Lender, or an assignment of the entire remaining amount of the assigning Lender’s 's Revolving Credit Commitment (together with all Revolving Loans) or Loans and LC ExposureTerm Loans, the amount of the Revolving Credit Commitment or Term Loans and LC Exposure of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 (provided, that all amounts assigned shall be aggregated in calculating the $1,000,000 minimum in the event of simultaneous assignments to or from two or more Affiliated Approved Funds) unless each of the Borrower and the Administrative Agent otherwise consent; , provided that no such consent of the Borrower shall be required if an Event of Default under clause (a), (b), (g) or (h) of Article III has occurred and is continuing; (B) each partial assignment of any Commitments Revolving Credit Commitment or Term Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s 's rights and obligations under this Agreement in respect of such Commitments, Loans Commitment (together with a proportionate part of the outstanding Revolving Loans) and LC ExposureTerm Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Acceptance in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which provided, that only one such fee shall not be payable in connection with an assignment the event of simultaneous assignments to a Lender or to an Affiliate of a Lenderfrom one or more Affiliated Approved Funds), for which the Borrower and the Guarantors shall not be obligated; and (D) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an Assignment assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender▇▇▇▇▇▇’s Commitment or Loans and LC Exposure, the amount of the Commitment or Loans and LC Exposure of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such Assignment assignment is delivered to the Administrative Agent) shall not be less than U.S. $5,000,000 1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if a Default or an Event of Default has occurred and is continuing; (B) each partial assignment of any Commitments or Loans and LC Exposure shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement in respect of such Commitments, Commitments and Loans and LC Exposure; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of U.S. $3,500 (which fee shall not be payable in connection with an assignment to a Lender or to an Affiliate of a Lender), for which the Borrower and the Subsidiary Guarantors shall not be obligatedobligated (except in the case of an assignment pursuant to Section 2.18(b)); and (D) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire and any tax forms required under Section 2.15.