Common use of Limitations on Assignments Clause in Contracts

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each such assignment may be on a non-pro-rata basis, but shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement which are subject to such assignment and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,0005,000,000, (ii) each such assignment shall be to an Eligible Assignee, (iii) the Borrowers shall have the right to approve each such Eligible Assignee which is not an Affiliate of a Lender, which approval shall not be unreasonably withheld or delayed, (iv) the Issuing Banks shall have the right to approve each such Eligible Assignee which (A) is not an Affiliate of a Lender but (B) is an assignee with respect to Revolving Credit Commitments, which approval shall not be unreasonably withheld or delayed, and (iiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) hereto), and (C) concurrently with the Borrower and any Qualified Borrower return of the Notes being replaced, the Borrowers shall execute and deliver to the assignor and assignee thereunder a Note one or more Notes, as -158- 168 applicable, evidencing its their obligations to such assignor and assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default -------------------------- has occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,0005,000,000, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations in respect of its interest being assigned under this Agreement and its Note and, in the case of a partial assignment, shall be in a minimum principal amount of Five Million Dollars ($15,000,0005,000,000), or $2,500,000 in the case of an assignment of only Term Loans, except that such limitations shall not apply to an assignment by any Lender of any portion of its rights and obligations to another Lender or an assignment by any Lender of all of its rights or obligations to another Person, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence , together with a processing and continuance recordation fee of an Event of Default, Three Thousand Five Hundred Dollars (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) $3500); provided, however, that in such event, the assigning any Lender shall not be released from may assign any or all of its rights and obligations under this AgreementAgreement to any of its Affiliates without notice to or consent of the Borrower or the Administrative Agent and without being subject to the foregoing conditions. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to accepted by the Administrative AgentAgent (which effective date shall not be any earlier than the date on which the Administrative Agent so accepts and records the Assignment and Acceptance in the Register), (Ax) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, hereunder and (By) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loanshereto).

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each assignment Each assign-ment shall be subject to the following conditionscondi-tions: (i) each such assignment may be of any of the following: (A) all of a Lender's outstanding Term Loan, (B) all of a Lender's Revolving Credit Commitment (together with its Revolving Loans and participations in outstanding Letters of Credit), (C) any portion of a lender's Term Loan or Revolving Credit Commitment; provided that such assignment is made to another Lender or an Affiliate of a Lender, and (D) in the event a Lender desires to assign a portion of either its Term Loan or Revolving Credit Commitment to a Person which is not a Lender or Affiliate of a Lender, such assignment shall be in a minimum principal amount of $2,500,000 and may be of either a portion of such Lender's Term Loans, Revolving Credit Commitment (together with a like portion of its Revolving Loans and participation in outstanding Letters of Credit) or a combination thereof; (ii) each such assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations obliga-tions under this Agreement and, in the case of a partial which are subject to such assignment, shall be in a minimum principal amount of $15,000,000, ; (iiiii) each such assignment shall be to an Eligible AssigneeAssignee consented to by the Collateral Agent, which consent shall not be unreasonably withheld or delayed; (iv) unless an Event of Default shall have occurred and be continuing unwaived, the Borrower shall have the right to approve each such Eligible Assignee which is not another Lender or an Affiliate of a Lender, which approval shall not be unreasonably withheld or delayed; and (iiiv) the parties to each such assignment shall execute and deliver to the Administrative Collateral Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the RegisterReg-ister, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance Accep-tance and agreed to by the Administrative Collateral Agent, (A) the assignee thereunder there-under shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment Assign-ment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant pur-suant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations obliga-tions under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) hereto), and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note one or more Notes, as applicable, evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Payment and Disbursement Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance, (iv) each Arranger shall maintain a minimum Revolving Credit Commitment in an amount greater than the Revolving Credit Commitment of any other Lender (other than the other Arrangers) or an amount sufficient to maintain such Arranger's Pro Rata Share as of the Closing Date, whichever is less, and (v) each Co-Agent shall maintain a minimum Revolving Credit Commitment in an amount greater than the Revolving Credit Commitment of any other Lender (other than the other Co-Agents and the Arrangers) or an amount sufficient to maintain such Co-Agent's Pro Rata Share as of the Closing Date, whichever is less. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Payment and Disbursement Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each assignment shall be of a constantapproved by the Administrative Agent, which approval shall not be unreasonably withheld, and so long as no Event of Default has occurred and is continuing, by the Borrowers, which approval shall not a varying, ratable percentage of all of the assigning Lender’s rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000, unreasonably withheld; (ii) each such assignment shall be to an Eligible Assignee; (iii) each such assignment shall be in an amount at least equal to $10,000,000, except if the Eligible Assignee is a Lender or an Affiliate of a Lender or if such assignment shall constitute all the assigning Lender's interest hereunder; (iv) any such assignment shall consist of the simultaneous assignment of corresponding pro rata portions of the assigning Lender's Commitment, Revolving Loans and Reimbursement Obligations, and (iiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the 101 Administrative Agent, (Ax) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, hereunder and (By) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement hereunder (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreementhereunder, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loanshereto).

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s rights and obligations in respect of its interest being assigned under this Agreement and its Note and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,00040,000,000 and shall be an integral multiple of $100,000 except that such limitations shall not apply to an assignment by any Lender of any portion of its rights and obligations to another Lender, or an assignment by any Lender of any portion of its rights and obligations to an Affiliate of such Lender, or an assignment by any Lender of all of its rights or obligations to another Person, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence , together with a processing and continuance recordation fee of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) $5,000; provided, however, that in such event, the assigning any Lender shall not be released from may assign any or all of its rights and obligations under this AgreementAgreement to any of its Affiliates without notice to or consent of the Borrower or the Administrative Agent and without being subject to the foregoing conditions (including the payment of the processing and recordation fee). Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to accepted by the Administrative AgentAgent (which effective date shall not be any earlier than the date on which the Administrative Agent so accepts and records the Assignment and Acceptance in the Register), (Ax) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, hereunder and (By) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loanshereto).

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each such assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement which are subject to such assignment and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,0005,000,000, (ii) each such assignment shall be to an Eligible Assignee, (iii) the Borrower shall have the right to approve each such Eligible Assignee and any assignee which is an Affiliate of a Lender which is not domiciled in the United States, which approval shall not be unreasonably withheld or delayed and (iiiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) hereto), and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note one or more Notes, as applicable, evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignmentassignment to an assignee which is not a Lender or a Lender Affiliate, shall be in a minimum principal amount of $15,000,0005,000,000 (and the assignor shall maintain a minimum amount of $5,000,000 for its own account unless the assignor shall assign or participate its entire interest), (ii) each such assignment shall be to an Eligible Assignee, (iii) (A) so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the approval of the Issuing Bank and the Administrative Agent (which approval shall not be unreasonably withheld); provided that, no such consent of the Administrative Agent or the Issuing Bank shall be required for an assignment by any Lender to any of its Lender Affiliates, so long as such Lender Affiliate is an Eligible Assignee, and (iiiB) so long as no Event of Default has occurred and is continuing, each assignment to an assignee which is not a Lender or a Lender Affiliate shall be subject to the approval of the Borrower (which approval shall not be unreasonably withheld and shall be deemed to have been given if the Borrower fails to object to such proposed assignment within five (5) Business Days of its receipt of a request for approval), and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except as otherwise provided in Section 14.9) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto hereto, except that its rights under as otherwise provided in Section 14.3 shall survive14.9) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Payment and Disbursement Agent, for its acceptance (in accordance with Section 14.1(d15.1(d)) and recording in the Register, an Assignment and Acceptance, (iv) each Arranger shall maintain a minimum Revolving Credit Commitment in an amount greater than the Revolving Credit Commitment of any other Lender (other than the other Arrangers) or an amount sufficient to maintain such Arranger's Pro Rata Share as of the Closing Date, whichever is less, and (v) each Co-Agent shall maintain a minimum Revolving Credit Commitment in an amount greater than the Revolving Credit Commitment of any other Lender (other than the other Co-Agents and the Arrangers) or an amount sufficient to maintain such Co-Agent's Pro Rata Share as of the Closing Date, whichever is less. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d15.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Payment and Disbursement Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an 151 original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,0005,000,000, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such 107 effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has --------------------------- occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of at least $15,000,0007,500,000, (ii) each such assignment shall be to an Eligible AssigneeAssignee approved by the Administrative Agent and, so long as no Event of Default shall have occurred and be continuing hereunder, by the Borrower (which approval shall not be unreasonably withheld, conditioned or delayed by the Administrative Agent or the Borrower), (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon , and (iv) each Lender shall maintain a minimum Revolving Credit Commitment of at least $7,500,000; and such Lender (and its permitted assigns) may thereafter assign all, but not less than all, of its rights and obligations hereunder to an Eligible Assignee in accordance with all of the other requirements hereof, all without regard to the requirement as to dollar amount of the foregoing clause (i) or clause (iv); provided that, following the occurrence and continuance during the ------------- continuation of an Event of DefaultDefault hereunder, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none and, notwithstanding any subsequent cure or elimination of such Event of Default, neither the Borrower, assignee nor the assignor in any Qualified Borrower, any other respective Subsidiaries assignment made during the continuance of such Event of Default shall thereafter be required to cause such assignment or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have condition or state of affairs resulting therefrom to satisfy the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreementforegoing requirements. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the LoansLoans upon the cancellation or amendment of the original thereby being replaced.

Limitations on Assignments. For so long as no Event Each Lender may assign to one or more Eligible Assignees all or a portion of Default has occurred its rights and is continuing, each obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans and the Letters of Credit) in accordance with the provisions of this SECTION 14.01. Each assignment by a Lender shall be subject to the following conditions: (i) each assignment (other than to a Lender, an Affiliate of a Lender or an Approved Fund) shall be of a constantapproved by the Administrative Agent and the Borrowers, and which approval shall not a varying, ratable percentage of all of the assigning Lender’s rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000, unreasonably withheld or delayed; (ii) each such assignment shall be to an Eligible AssigneeAssignee (for the sake of clarity, no Person shall be considered an Eligible Assignee under any Credit Facility solely because of its Affiliation with any other Person to whom an assignment is concurrently being made with respect to the other Credit Facility) and in the case of an assignment of a Lender's Multicurrency Commitment, the Administrative Agent shall be satisfied with such assignee's (or its Affiliates') ability to fund in the Specified Foreign Currencies; (iii) each assignment of a Lender's Commitment shall be an assignment of the assigning Lender's (and, where applicable, its Affiliates') Commitments in each Credit Facility in which such Lender (and, if applicable, its Affiliates) then hold Commitments and shall be allocated to such Credit Facilities as determined by such Lender (and, if applicable, its Affiliates) and consented to by the Administrative Agent; (iv) each assignment shall be in an amount such that, after giving effect to such assignment, the Eligible Assignee (and, if applicable, its Affiliates) shall hold aggregate Commitments in an amount at least equal to $5,000,000 (provided, that more than one Lender (and, if applicable, its Affiliates) may be the assigning Lender under any such assignment) except if the Eligible Assignee is a Lender, an Affiliate of a Lender, or an Approved Fund or if such assignment shall constitute all the assigning Lender's interest hereunder; and (iiiiv) the parties to each such assignment shall execute and deliver to the Administrative AgentAgent an Assignment and Acceptance, and, if such Eligible Assignee is not then a Lender, an Administrative Questionnaire, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative AgentAgent and NMHG, (Ax) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, hereunder and (By) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement hereunder (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreementhereunder, the assigning Lender shall cease to be a party hereto except hereto). Any assignment or transfer by a Lender of rights or obligations under this Agreement that its does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights under Section 14.3 shall surviveand obligations in accordance with PARAGRAPH (h) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loansof this SECTION 14.01.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of at least $15,000,00020,000,000, (ii) each such assignment shall be to an Eligible AssigneeAssignee approved by the Administrative Agent and, so long as no Event of Default shall have occurred and be continuing hereunder, by the Borrower (which approval shall not be unreasonably withheld, conditioned or delayed by the Administrative Agent or the Borrower), (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon , and (iv) each Lender shall maintain a minimum Revolving Credit Commitment of at least $20,000,000; provided, however, that, within six (6) months after the date hereof, one Eligible Assignee may become a Lender hereunder pursuant to a Joinder Agreement providing for a Revolving Credit Commitment in an amount less than $20,000,000, but not less than $15,000,000, and such Lender (and its permitted assigns) may thereafter assign all, but not less than all, of its rights and obligations hereunder to an Eligible Assignee in accordance with all of the other requirements hereof, all without regard to the requirement as to dollar amount of the foregoing clause (i) or clause (iv); and provided further that, following the occurrence and continuance during the continuation of an Event of DefaultDefault hereunder, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none and, notwithstanding any subsequent cure or elimination of such Event of Default, neither the Borrower, assignee nor the assignor in any Qualified Borrower, any other respective Subsidiaries assignment made during the continuance of such Event of Default shall thereafter be required to cause such assignment or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have condition or state of affairs resulting therefrom to satisfy the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreementforegoing requirements. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the LoansLoans upon the cancellation or amendment of the original thereby being replaced.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the following follow ing conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Payment and Disbursement Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance, (iv) each Arranger shall maintain a minimum Revolving Credit Commitment in an amount greater than the Revolving Credit Commitment of any other Lender (other than the other Arrangers) or an amount sufficient to maintain such Arranger's Pro Rata Share as of the Closing Date, whichever is less, and (v) each Co-Agent shall maintain a minimum Revolving Credit Commitment in an amount greater than the Revolving Credit Commitment of any other Lender (other than the other Co-Agents and the Arrangers) or an amount sufficient to maintain such Co-Agent's Pro Rata Share as of the Closing Date, whichever is less. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the RegisterRegis ter, from and after the effective date specified in each Assignment and Acceptance Accep tance and agreed to by the Administrative Payment and Disbursement Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations obliga tions hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignmentassignment to an assignee which is not a Lender or a Lender Affiliate, shall be in a minimum principal amount of $15,000,0005,000,000 (and the assignor shall maintain a minimum amount of $5,000,000 for its own account unless the assignor shall assign or participate its entire interest), (ii) each such assignment shall be to an Eligible Assignee, (iii) (A) so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld); provided that, no such consent of the Administrative Agent shall be required for an assignment by any Lender to any of its Lender Affiliates, so long as such Lender Affiliate is an Eligible Assignee, and (iiiB) so long as no Event of Default has occurred and is continuing, each assignment to an assignee which is not a Lender, a Lender Affiliate or a Pre-Approved Lender shall be subject to the approval of the Borrower (which approval shall not be unreasonably withheld and shall be deemed to have been given if the Borrower fails to object to such proposed assignment within five (5) Business Days of its receipt of a request for approval), and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except as otherwise provided in Section 14.9) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto hereto, except that its rights under as otherwise provided in Section 14.3 shall survive14.9) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each assignment as- signment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varyingvary- ing, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,00010,000,000 (except that UBS may make an assign- ment of less than such principal amount), (ii) each such assignment as- signment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance, and (iv) provided that no Event of Default shall have occurred and be outstanding or that UBS shall not have resigned as Agent hereunder, UBS shall maintain a minimum Revolving Credit Commitment in an amount of $30,000,000. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this AgreementAgree- ment, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee as- signee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has -------------------------- occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,0005,000,000 (and the assignor shall maintain a minimum amount of $5,000,000 for its own account unless the assignor shall assign or participate its entire interest), (ii) each such assignment shall be to an Eligible Assignee, and (iii) each assignment shall be subject to the reasonable approval of the Agent and the Borrower, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance, and (v) each Agent shall maintain a minimum Commitment in an amount greater than the Commitment of any other Lender. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such eventwhile an Event of Default (other than an Event of Default that shall have required that the Administrative Agent shall have delivered a notice of the underlying default) shall be continuing but prior to acceleration of the Loans, the assigning applicable Lender shall not be released from give the Borrower five (5) days' written notice by telecopy of its obligations under intention to assign any or all of its interest in this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment by a Lender shall be subject to the following conditions: (i) each assignment (other than to a Lender or an Affiliate of a Lender) shall be of a constantapproved by the Agent and the Company, and which approval shall not a varying, ratable percentage of all of the assigning Lender’s rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000, unreasonably withheld or delayed; (ii) each such assignment shall be to an Eligible Assignee (and, if applicable in the case of an assignment of a Lender's Multicurrency Commitment or Canadian Commitment, such Eligible Assignee's Affiliates) and in the case of an assignment of a Lender's Canadian Commitment or Multicurrency Commitment, the Agent shall be satisfied with such assignee's (or its Affiliates') ability to fund in Canadian Dollars or the Optional Currencies, as the case may be; (iii) each assignment of a Lender's Revolving Credit Commitment shall be an assignment of the assigning Lender's (and, where applicable, its Affiliates') Revolving Credit Commitments in each Credit Facility in which such Lender (and, if applicable, its Affiliates) then hold Revolving Credit Commitments and shall be allocated to such Credit Facilities as determined by such Lender (and, if applicable, its Affiliates) and consented to by the Agent; (iv) each assignment shall be in an amount such that, after giving effect to such assignment, the Eligible Assignee (and, if applicable, its Affiliates) shall hold aggregate Revolving Credit Commitments in an amount at least equal to $20,000,000 (provided, that after the inception of the Permitted Receivables Financing Program such assignment shall at least equal $10,000,000 and provided, further, that more than one Lender (and, if applicable, its Affiliates) may be the assigning Lender under any such assignment) except if the Eligible Assignee is a Lender or an Affiliate of Lender or if such assignment shall constitute all the assigning Lender's interest hereunder; and (iiiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance Accep tance and agreed to by the Administrative AgentAgent and the Company, (Ax) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, hereunder and (By) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement hereunder (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreementhereunder, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loanshereto).

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s rights 's right and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000, (ii) each such assignment shall be to an Eligible AssigneeAssignee who, so long as no Default or Event of Default exists and is continuing, is approved by Borrower's Agent (which approval shall not be unreasonably withheld, conditioned or delayed), and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights right to and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it and assumed by the Eligible Assignee pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified each Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the LoansLoans and, if applicable, a new Note to the Assignor evidencing its remaining obligations to the Assignor. Notwithstanding the foregoing, the Agent hereunder shall be required to maintain a minimum Revolving Credit Commitment, Loans or a combination thereof of $20,000,000.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be -------------------------- subject to the following conditions: (i) each such assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement which are subject to such assignment and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,0005,000,000, (ii) each such assignment shall be to an Eligible Assignee, (iii) the Borrower shall have the right to approve each such Eligible Assignee which is not an Affiliate of a Lender, which approval shall not be unreasonably withheld or delayed and (iiiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance Accep- tance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) hereto), and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note one or more Notes, as applicable, evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations in respect of its interest being assigned under this Agreement and its Note and, in the case of a partial assignment, shall be in a minimum principal amount of Ten Million Dollars ($15,000,00010,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000) except that such limitations shall not apply to an assignment by any Lender of any portion of its rights and obligations to another Lender or an assignment by any Lender of all of its rights or obligations to another Person, (ii) each such assignment assign- ment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence , together with a processing and continuance recordation fee of an Event of Default, Three Thousand Dollars (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) $3,000); provided, however, that in such event, the assigning any Lender shall not be released from may assign any or all of its rights and obligations under this AgreementAgreement to any of its Affiliates without notice to or consent of any Borrower or the Administrative Agent and without being subject to the foregoing conditions. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to accepted by the Administrative AgentAgent (which effective date shall not be any earlier than the date on which the Administrative Agent so accepts and records the Assignment and Acceptance in the Register), (Ax) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment Assign ment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, hereunder and (By) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loanshereto).

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d15.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b15.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d15.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s rights and obligations under this 105 Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignmentassignment to an assignee which is not a Lender or a Lender Affiliate, shall be in a minimum principal amount of $15,000,0005,000,000 (and the assignor shall maintain a minimum amount of $5,000,000 for its own account unless the assignor shall assign or participate its entire interest), (ii) each such assignment shall be to an Eligible Assignee, (iii) (A) so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld); provided that, no such consent of the Administrative Agent shall be required for an assignment by any Lender to any of its Lender Affiliates, so long as such Lender Affiliate is an Eligible Assignee, and (iiiB) so long as no Event of Default has occurred and is continuing, each assignment to an assignee which is not a Lender or a Lender Affiliate shall be subject to the approval of the Borrower (which approval shall not be unreasonably withheld and shall be deemed to have been given if the Borrower fails to object to such proposed assignment within five (5) Business Days of its receipt of a request for approval), and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except as otherwise provided in Section 14.9) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto hereto, except that its rights under as otherwise provided in Section 14.3 shall survive14.9) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s rights 's right and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,0005,000,000, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights right to and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it and assumed by the Eligible Assignee pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified each Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the LoansLoans and, if applicable, a new Note to the Assignor evidencing its remaining obligations to the Assignor. Notwithstanding the foregoing, the Agent hereunder shall be required to maintain a minimum Revolving Credit Commitment of at least $20,000,000.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignment, and shall be in a minimum principal amount of $15,000,0005,000,000, (ii) each such assignment shall be to an Eligible AssigneeAssignee with, so long as no Event of Default has occurred and is continuing, the consent of the Administrative Agent and the Borrower, such consent not to be unreasonably withheld (provided that the consent of the Administrative Agent and the Borrower shall not be required with respect to an assignment to an Eligible Assignee described in clause (i) of the definition thereof), and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon If after the occurrence and continuance of an Event of Default, (i) none of Default the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or Administrative Agent does not hold any portion of its Revolving Credit Commitment and/or Loans the Loan, such Administrative Agent shall offer to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreementresign as Administrative Agent hereunder. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (Aa) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s rights and obligations under this Agreement, the assigning Lender shall (if all of its Revolving Credit Commitment is being assigned) cease to be a party hereto except that its rights under Section 14.3 shall survive) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder and the assignor (to the extent the assignor retains a Revolving Credit Commitment) a Note evidencing its obligations to such assignee with respect to the Loans.Loans upon the cancellation or amendment of the original thereby being replaced. Notwithstanding anything herein to the contrary, in the event that the Administrative Agent shall at any time hold a Revolving Credit Commitment less than $25,000,000, then such Administrative Agent shall promptly provide written notice thereof to the Lenders and the Requisite Lenders shall have the right, to be exercised within fifteen (15) days of delivery of such notice by such Administrative Agent, to elect to remove such Administrative Agent as Administrative Agent and replace such Administrative Agent, subject to the terms of Section 11.7

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,0005,000,000 (and the assignor shall maintain a minimum amount of $5,000,000 for its own account unless the assignor shall assign or participate its entire interest), (ii) each such assignment shall be to an Eligible Assignee, and (iii) each assignment shall be subject to the reasonable approval of the Agent and the Borrower, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance, and (v) each Agent shall maintain a minimum Commitment in an amount greater than the Commitment of any other Lender or an amount sufficient to maintain such Arranger's Pro Rata Share as of the Closing Date, whichever is less. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such eventwhile an Event of Default (other than an Event of Default that shall have required that the Administrative Agent shall have delivered a notice of the underlying default) shall be continuing but prior to acceleration of the Loans, the assigning applicable Lender shall not be released from give the Borrower five (5) days' written notice by telecopy of its obligations under intention to assign any or all of its interest in this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified Borrower RMOP shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of at least $15,000,0005,000,000, (ii) each such assignment shall be to an Eligible AssigneeAssignee approved by the Administrative Agent and, so long as no Event of Default shall have occurred and be continuing hereunder, by the Borrower (which approval shall not be unreasonably withheld, conditioned or delayed by the Administrative Agent or the Borrower), (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon , and (iv) each Lender shall, unless assigning all of its Loans, maintain minimum outstanding Loans of at least $5,000,000 and provided however that, following the occurrence and continuance during the continuation of an Event of DefaultDefault hereunder, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none and, notwithstanding any subsequent cure or elimination of such Event of Default, neither the Borrower, assignee nor the assignor in any Qualified Borrower, any other respective Subsidiaries assignment made during the continuance of such Event of Default shall thereafter be required to cause such assignment or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have condition or state of affairs resulting therefrom to satisfy the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreementforegoing requirements. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the LoansLoans upon the cancellation or amendment of the original thereby being replaced.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s rights and obligations in respect of its interest being assigned under this Agreement and its Note and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,0005,000,000, except that such limitation shall not apply to (x) an assignment by any Lender of any portion of its rights and obligations to another Lender or an Affiliate or Approved Fund of any Lender or (y) an assignment by any Lender of all of its rights or obligations under this Agreement to an Eligible Assignee, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence , together with a processing and continuance recordation fee of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) $3,500; provided, however, that in such event, the assigning any Lender shall not be released from may assign any or all of its rights and obligations under this AgreementAgreement to any of its Affiliates or to any Approved Fund of such Lender without notice to or consent of the Borrower or the Administrative Agent and without being subject to the foregoing conditions. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to accepted by the Administrative AgentAgent (which effective date shall not be any earlier than the date on which the Administrative Agent so accepts and records the Assignment and Acceptance in the Register), (Ax) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, hereunder and (By) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loanshereto).

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations obliga- tions in respect of its interest being assigned under this Agreement and its Note and, in the case of a partial assignment, shall be in a minimum principal amount of Ten Million Dollars ($15,000,00010,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000) except that such limitations shall not apply to an assignment by any Lender of any portion of its rights and obligations to another Lender or an assignment by any Lender of all of its rights or obligations to another Person, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence , together with a processing and continuance recordation fee of an Event of Default, Three Thousand Dollars (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) $3,000); provided, however, that in such event, the assigning any Lender shall not be released from may assign any or all of its rights and obligations under this AgreementAgreement to any of its Affiliates without notice to or consent of any Borrower or the Administrative Agent and without being subject to the foregoing conditions. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to accepted by the Administrative AgentAgent (which effective date shall not be any earlier than the date on which the Administrative Agent so accepts and records the Assignment and Acceptance in the Register), (Ax) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, hereunder and (By) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loanshereto).

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the following conditions: (i) unless otherwise agreed to by each of the Lead Agents, each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement andAgreement, provided, that after a Successful Secondary Syndication has been achieved as set forth in Section 2.6, separate assignments of (x) Term Loans and (y) Revolving Loan Commitments and Revolving Loans (which must be assigned on a constant ratable percentage), is permitted so long as they are done on a constant ratable percentage with regard to the amount of Term Loans, Revolving Loans and Revolving Loan Commitments allocated between the Borrowers), (ii) each such assignment, in the case of a partial assignment, shall be in a minimum principal amount of at least $15,000,0005,000,000, (iiiii) each such assignment shall be to an Eligible AssigneeAssignee approved by the Administrative Agent and, so long as no Event of Default shall have occurred and be continuing hereunder, by the Borrower (iiiwhich approval shall not be unreasonably withheld, conditioned or delayed by the Administrative Agent or the Borrower), (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon , and (v) each Lender shall, unless assigning all of its Loans, maintain minimum Commitments of at least $5,000,000 and PROVIDED HOWEVER that, following the occurrence and continuance during the continuation of an Event of DefaultDefault hereunder, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none and, notwithstanding any subsequent cure or elimination of such Event of Default, neither the Borrower, assignee nor the assignor in any Qualified Borrower, any other respective Subsidiaries assignment made during the continuance of such Event of Default shall thereafter be required to cause such assignment or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have condition or state of affairs resulting therefrom to satisfy the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreementforegoing requirements. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by 84 law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the LoansLoans upon the cancellation or amendment of the original thereby being replaced.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to -------------------------- the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations in respect of its interest being assigned under this Agreement and its Note and, in the case of a partial assignment, shall be in a minimum principal amount of Five Million Dollars ($15,000,0005,000,000), or $2,500,000 in the case of an assignment of only Term Loans, except that such limitations shall not apply to an assignment by any Lender of any portion of its rights and obligations to another Lender or an assignment by any Lender of all of its rights or obligations to another Person, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence , together with a processing and continuance recordation fee of an Event of Default, Three Thousand Five Hundred Dollars (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) $3500); provided, however, that in such event, the assigning any Lender shall not be released from may assign any or all of its rights and obligations under this AgreementAgreement to any of its Affiliates without notice to or consent of the Borrower or the Administrative Agent and without being subject to the foregoing conditions. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to accepted by the Administrative AgentAgent (which effective date shall not be any earlier than the date on which the Administrative Agent so accepts and records the Assignment and Acceptance in the Register), (Ax) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, hereunder and (By) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loanshereto).

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each assignment (other than an assignment to a Lender or an Affiliate or Approved Fund of a Lender) shall be of a constantapproved by the Administrative Agent, and which approval shall not a varying, ratable percentage of all of the assigning Lender’s rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000, unreasonably withheld; (ii) each such assignment shall be to an Eligible Assignee; (iii) each such assignment shall be in an amount at least equal to $5,000,000, except as may otherwise be consented to by the Administrative Agent or if the Eligible Assignee is a Lender or an Affiliate of Lender or is an Approved Fund or if such assignment shall constitute all the assigning Lender’s interest hereunder; (iv) if any such assignment shall be of the assigning Lender ’s (A) Revolving Loans and Revolving Commitments, such assignment shall cover the same percentage of such Lender’s Revolving Credit Commitments and Revolving Loans, (B) Initial Term Loans, such assignment shall cover the same percentage of such Lender’s Initial Term Loans owing from each Borrower or (C) Additional Term Loans, such assignment shall cover the same percentage of such Lender’s Additional Term Loans owing from each Borrower and (iiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (Ax) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, hereunder and (By) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement hereunder (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s rights and obligations under this Agreementhereunder, the assigning Lender shall cease to be a party hereto except hereto). (c) The Register. The Administrative Agent shall maintain at its address referred to in Section 13.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment under each Loan of, and principal amount of the Loans under each facility owing to, each Lender from time to time and whether such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The Register shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, (ii) the effective date and amount of each Assignment and Acceptance delivered to and accepted by it and the parties thereto, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder or under the Notes and (iv) the amount of any sum received by the Administrative Agent from the Borrowers or any guarantor of the Obligations and each Lender’s share thereof. The Administrative Agent shall deliver a statement of such account to the Borrowers whenever an Assignment and Acceptance is accepted by it and the parties hereto; provided, however, the Administrative Agent shall not be obligated to deliver such statement more frequently than once a month. Each such statement shall be deemed final, binding and conclusive upon the Borrowers in all respects as to all matters reflected therein (absent manifest error) unless the Borrowers, within thirty (30) days after the date such statement is delivered to the Borrowers, delivers to the Administrative Agent written notice of any objections which the Borrowers may have to any such statement. In that its rights under event, only those items expressly objected to in such notice shall be deemed to be disputed by the Borrowers. Notwithstanding anything to the contrary contained in the previous paragraph of this Section 14.3 13.1(c), the Loans (including the Notes evidencing such Loans) are registered obligations and the right, title, and interest of the Lenders and their assignees in and to such Loans shall survivebe transferrable only upon notation of such transfer in the Register. A Note shall only evidence the Lender’s or an assignee ’s right title and interest in and to the related Loan, and in no event is any such Note to be considered a bearer instrument or obligation. This Section 13.1(c) shall be construed so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and (C881(c)(2) of the Borrower Internal Revenue Code and any Qualified Borrower related regulations (or any successor provisions of the Internal Revenue Code or such regulations). Solely for purposes of this Section 13.1(c) and for tax purposes only, the Administrative Agent shall execute act as the Borrower’s agent for purposes maintaining such notations of transfer in the Register. No transfer by a Lender or an assignee of any of the Loans shall be permitted or effective unless and deliver until recorded in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers and each of their Subsidiaries, the Agents, and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes hereof. The Register shall be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Fee. Upon its receipt of an Assignment and Acceptance executed by the assigning Lender and an Eligible Assignee and (other than for an assignment to a Lender, an Affiliate or an Approved Fund of a Lender) a processing and recordation fee of $3,500 (payable by the assigning Lender or the assignee, as shall be agreed between them), the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in compliance herewith and in substantially the form of Exhibit A hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrowers and the other Lenders. (e) Information Regarding the Borrowers. Any Lender may, in connection with any assignment or proposed assignment pursuant to this Section 13.1, disclose to the assignee thereunder or proposed assignee any information relating to the Borrowers or their Subsidiaries furnished to such Lender by the Administrative Agent or by or on behalf of the Borrowers; provided, however, that, prior to any such disclosure, such assignee or proposed assignee shall agree (for the Borrowers’ benefit) to preserve in accordance with Section 13.20 the confidentiality of any confidential information described therein. (f) Lenders’ Creation of Security Interests. Notwithstanding any other provision set forth herein, (i) any Lender may at any time create a Note evidencing security interest in all or any portion of its rights hereunder (including Obligations owing to it and Notes held by it) in favor of any Federal Reserve bank in accordance with Regulation A; and (ii) any Lender shall be permitted to pledge all or any part of its right, title and interest in, to and under the Loans and Notes held by it to any trustee for the benefit of the holders of such Lender’s securities. (g) Assignments by an Issuing Bank. If any Issuing Bank ceases to be a Lender hereunder by virtue of any assignment made pursuant to this Section 13.1, then, as of the effective date of such cessation, such Issuing Bank’s obligations to issue Letters of Credit pursuant to Section 2.4 shall terminate and such assignee Issuing Bank shall be an Issuing Bank hereunder only with respect to the Loans.outstanding Letters of Credit issued prior to such date. (h)

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s rights and obligations in respect of its interest being assigned under this Agreement and its Note and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,0005,000,000, except that such limitation shall not apply to (x) an assignment by any Lender of any portion of its rights and obligations to another Lender or an Affiliate or Approved Fund of any Lender or (y) an assignment by any Lender of all of its rights or obligations under this Agreement to an Eligible Assignee, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon , together with a processing and recordation fee of $3,500 (except in the occurrence and continuance case of an Event assignment to an Affiliate of Defaultthe assigning Lender or an Approved Fund of the assigning Lender, (i) the processing and recordation fee shall be $500 and none of the other foregoing restrictions on assignments conditions shall apply, ) and (ii) none of without being subject to the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreementforegoing conditions. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to accepted by the Administrative AgentAgent (which effective date shall not be any earlier than the date on which the Administrative Agent so accepts and records the Assignment and Acceptance in the Register), (Ax) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, hereunder and (By) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loanshereto).

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a 117 varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignmentassignment to an assignee which is not a Lender or an Affiliate of a Lender, shall be in a minimum principal amount of $15,000,0005,000,000 (and the assignor shall maintain a minimum amount of $5,000,000 for its own account unless the assignor shall assign or participate its entire interest), (ii) each such assignment shall be to an Eligible Assignee, (iii) each assignment to an assignee which is not a Lender or an Affiliate of a Lender shall be subject to the approval of the Administrative Agent and the Borrower (which approval of the Administrative Agent and the Borrower shall not be unreasonably withheld and which approval of the Borrower shall be deemed to have been given if the Borrower fails to object to such proposed assignment within five (5) Business Days of its receipt of a request for approval), and (iiiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such eventwhile an Event of Default (other than an Event of Default that shall have required that the Administrative Agent shall have delivered a notice of the underlying default) shall be continuing but prior to acceleration of the Loans, the assigning applicable Lender shall not be released from give the Borrower five (5) days written notice by telecopy of its obligations under intention to assign any or all of its interest in this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto hereto, except that its rights under as otherwise provided in Section 14.3 shall survive14.9) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event Each Lender may assign to one or more Eligible Assignees all or a portion of Default has occurred its rights and is continuing, each obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans and the Letters of Credit) in accordance with the provisions of this Section 14.01. Each assignment by a Lender shall be subject to the following conditions: (i) each assignment (other than to a Lender, an Affiliate of a Lender or an Approved Fund) shall be of a constantapproved by the Administrative Agent and the Borrowers, and which approval shall not a varying, ratable percentage of all of the assigning Lender’s rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000, unreasonably withheld or delayed; (ii) each such assignment shall be to an Eligible AssigneeAssignee (for the sake of clarity, no Person shall be considered an Eligible Assignee under any Credit Facility solely because of its Affiliation with any other Person to whom an assignment is concurrently being made with respect to the other Credit Facility) and in the case of an assignment of a Lender’s Multicurrency Commitment, the Administrative Agent shall be satisfied with such assignee’s (or its Affiliates’) ability to fund in the Specified Foreign Currencies; (iii) each assignment of a Lender’s Commitment shall be an assignment of the assigning Lender’s (and, where applicable, its Affiliates’) Commitments in each Credit Facility in which such Lender (and, if applicable, its Affiliates) then hold Commitments and shall be allocated to such Credit Facilities as determined by such Lender (and, if applicable, its Affiliates) and consented to by the Administrative Agent; (iv) each assignment shall be in an amount such that, after giving effect to such assignment, the Eligible Assignee (and, if applicable, its Affiliates) shall hold aggregate Commitments in an amount at least equal to $5,000,000 (provided, that more than one Lender (and, if applicable, its Affiliates) may be the assigning Lender under any such assignment) except if the Eligible Assignee is a Lender, an Affiliate of a Lender, or an Approved Fund or if such assignment shall constitute all the assigning Lender’s interest hereunder; and (iiiiv) the parties to each such assignment shall execute and deliver to the Administrative AgentAgent an Assignment and Acceptance, and, if such Eligible Assignee is not then a Lender, an Administrative Questionnaire, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative AgentAgent and NMHG, (Ax) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, hereunder and (By) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement hereunder (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s rights and obligations under this Agreementhereunder, the assigning Lender shall cease to be a party hereto except hereto). Any assignment or transfer by a Lender of rights or obligations under this Agreement that its does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights under and obligations in accordance with paragraph (h) of this Section 14.3 shall survive) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans14.01.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each assignment shall be of a constantapproved by the Administrative Agent, which approval shall not be unreasonably withheld, and so long as no Event of Default has occurred and is continuing, by the Borrowers, which approval shall not a varying, ratable percentage of all of the assigning Lender’s rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000, unreasonably withheld; (ii) each such assignment shall be to an Eligible Assignee; (iii) with respect to an assignment of a Lender's portion of such Lender's (A) Revolving Loan Commitment, such assignment shall be in an amount at least equal to $10,000,000, or (B) interest in the Term Loan, such assignment shall be in an amount at least equal to $1,000,000, except in each case if the Eligible Assignee is a Lender or an Affiliate of a Lender or if such assignment shall constitute all the assigning Lender's interest hereunder; (iv) any such assignment shall consist of the assignment of all or a portion of the assigning Lender's Revolving Loan Commitment or interest in the Term Loan, as the case may be (including the same portion of the Loans at the time owing to it, the Notes held by it and its participating interest in the risk relating to any Letters of Credit); and (iiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (Ax) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, hereunder and (By) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement hereunder (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreementhereunder, the assigning Lender shall cease to be a party hereto except hereto). Each Borrower hereby acknowledges and agrees that its rights under Section 14.3 any assignment shall survive) and (C) the Borrower and any Qualified Borrower shall execute and deliver give rise to a direct obligation of Borrowers to the assignee thereunder and that the assignee shall be considered to be a Note evidencing its obligations "Lender". In all instances, each Lender's liability to make Loans hereunder shall be several and not joint and shall be limited to such assignee Lender's Pro Rata Share of the applicable Commitment. In the event Administrative Agent or any Lender assigns or otherwise transfers all or any part of the Obligations, Administrative Agent or any such Lender shall so notify Borrowers and Borrowers shall, upon the request of Administrative Agent or such Lender, execute new Notes in exchange for the Notes, if any, being assigned. Notwithstanding the foregoing provisions of this Section 13.01(b), (A) any Lender may at any time pledge the Obligations held by it and such Lender's rights under this Agreement and the other Loan Documents to a Federal Reserve Bank provided that no such pledge to a Federal Reserve Bank shall release such Lender from such Lender's obligations hereunder or under any other Loan Document, and (B) any Lender that is an investment fund may assign the Obligations held by it and such Lender's rights under this Agreement and the other Loan Documents to another investment fund managed by the same investment advisor provided that such Lender shall notify the Administrative Agent of any such assignment for purposes of maintaining the Register in accordance with respect Section 13.01(c) hereof, such assignment to become effective upon the Loansrecordation of such assignment in the Register.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment by a Lender (an "Assigning Lender") shall be subject to the following conditions: (i) each assignment (other than to a Lender or an Affiliate of a Lender) shall be of a constantapproved by the Administrative Agent and the Company, and which approval shall not a varying, ratable percentage of all of the assigning Lender’s rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000, unreasonably withheld; (ii) each such assignment shall be to an Eligible Assignee; (iii) each such assignment shall be in an amount at least equal to $10,000,000, except if the Eligible Assignee is a Lender or an Affiliate of Lender (in which case the assignment may be in any amount) or if such assignment shall constitute all the assigning Lender's interest hereunder; (iv) any such assignment (other than any such assignment to an Affiliate of the Assigning Lender) shall consist of the simultaneous assignment of corresponding pro rata portions of the assigning Lender's Revolving Credit Commitment and Revolving Credit Loans, and (iiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (Ax) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, hereunder and (By) the assigning Assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement hereunder (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Assigning Lender’s 's rights and obligations under this Agreementhereunder, the assigning Assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loanshereto).

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of at least $15,000,0005,000,000, (ii) each such assignment shall be to an Eligible AssigneeAssignee approved by the Co-Agents and, so long as no Event of Default shall have occurred and be continuing hereunder, by the Borrower (which approval shall not be unreasonably withheld, conditioned or delayed by the Co- Agents or the Borrower), (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon , and (iv) each Lender which maintains any Loans shall maintain minimum Loans of at least $5,000,000; provided, however, that, following the occurrence and continuance during the continuation of an Event of DefaultDefault hereunder, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none and, notwithstanding any subsequent cure or elimination of such Event of Default, neither the Borrower, assignee nor the assignor in any Qualified Borrower, any other respective Subsidiaries assignment made during the continuance of such Event of Default shall thereafter be required to cause such assignment or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have condition or state of affairs resulting therefrom to satisfy the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreementforegoing requirements. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) if requested by the Borrower and any Qualified assignee thereunder, the Borrower shall execute and deliver to the such assignee thereunder a Note evidencing its obligations to such assignee with respect to the LoansLoans upon the cancellation or amendment of the original thereby being replaced.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each such assignment may be of any of the following: (A) all of a Lender's outstanding Term Loan, (B) all of a Lender's Revolving Credit Commitment (together with its Revolving Loans and participations in outstanding Letters of Credit), and (C) in the event the outstanding balance of the assigning Lender's Term Loan is greater than $5,000,000 or the amount of the assigning Lender's Revolving Credit Commitment is greater than $5,000,000 and such Lender desires to assign a portion of either its Term Loan or Revolving Credit Commitment, such assignment shall be in a minimum principal amount of $5,000,000, (ii) each such assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial which are subject to such assignment, shall be in a minimum principal amount of $15,000,000, (iiiii) each such assignment shall be to an Eligible AssigneeAssignee consented to by the Issuing Banks, which consent shall not be unreasonably withheld or delayed, (iv) the Borrowers shall have the right to approve each such Eligible Assignee which is not another Lender or an Affiliate of a Lender, which approval shall not be unreasonably withheld or delayed and (iiiv) the parties to each such assignment shall execute and deliver to the Administrative Collateral Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Collateral Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations obliga- tions under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) hereto), and (C) the Borrower and any Qualified Borrower Borrowers shall execute and deliver to the assignee thereunder a Note one or more Notes, as applicable, evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event Each Lender may assign to one or more Eligible Assignees all or a portion of Default has occurred its rights and is continuing, each obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans and the Letters of Credit) in accordance with the provisions of this Section 14.01. Each assignment by a Lender shall be subject to the following conditions: (i) each assignment (other than to a Lender, an Affiliate of a Lender or an Approved Fund) shall be of a constantapproved by the Administrative Agent and the Borrowers, and which approval shall not a varying, ratable percentage of all of be unreasonably withheld or delayed; provided that the assigning Lender’s rights and obligations under this Agreement and, in the case of a partial assignment, Borrowers shall be in a minimum principal amount of $15,000,000, deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof; (ii) each such assignment shall be to an Eligible AssigneeAssignee (for the sake of clarity, no Person shall be considered an Eligible Assignee under any Credit Facility solely because of its Affiliation with any other Person to whom an assignment is concurrently being made with respect to the other Credit Facility) and in the case of an assignment of a Lender's Multicurrency Commitment, the Administrative Agent shall be satisfied with such assignee's (or its Affiliates') ability to fund in the Specified Foreign Currencies; (iii) each assignment of a Lender's Commitment shall be an assignment of the assigning Lender's (and, where applicable, its Affiliates') Commitments in each Credit Facility in which such Lender (and, if applicable, its Affiliates) then hold Commitments and shall be allocated to such Credit Facilities as determined by such Lender (and, if applicable, its Affiliates) and consented to by the Administrative Agent; (iv) each assignment shall be in an amount such that, after giving effect to such assignment, the Eligible Assignee (and, if applicable, its Affiliates) shall hold aggregate Commitments in an amount at least equal to $5,000,000 (provided, that more than one Lender (and, if applicable, its Affiliates) may be the assigning Lender under any such assignment) except if the Eligible Assignee is a Lender, an Affiliate of a Lender, or an Approved Fund or if such assignment shall constitute all the assigning Lender's interest hereunder; and (iiiiv) the parties to each such assignment shall execute and deliver to the Administrative AgentAgent an Assignment and Acceptance, and, if such Eligible Assignee is not then a Lender, an Administrative Questionnaire, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative AgentAgent and NMHG, (Ax) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, hereunder and (By) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement hereunder (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreementhereunder, the assigning Lender shall cease to be a party hereto except hereto). Any assignment or transfer by a Lender of rights or obligations under this Agreement that its does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (h) of this Section 14.01. Any assignment by a Lender hereunder (including any assignment of a Commitment) shall at least include an assignment or transfer of a part of Loan of a principal amount outstanding at that time of an amount in Dollars at least equivalent to EUR 100,000, unless it is made to any person which qualifies as a professional market party (professionele marktpartij) under Section 14.3 shall survive) and the Dutch Financial Markets Supervision Act (C) Wet op het financieel toezicht). No assignment may be made to any Defaulting Lender or Potential Defaulting Lender or any of their respective subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loansforegoing Persons described in this clause.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignmentassignment to an assignee which is not a Lender or a Lender Affiliate, shall be in a minimum principal amount of $15,000,0005,000,000 (and the assignor shall maintain a minimum amount of $5,000,000 for its own account unless the assignor shall assign or participate its entire interest), (ii) each such assignment shall be to an Eligible Assignee, (iii) each assignment to an assignee which is not a Lender or a Lender Affiliate shall be subject to the approval of the Administrative Agent and the Borrower (which approval of the Administrative Agent and the Borrower shall not be unreasonably withheld and which approval of the Borrower shall be deemed to have been given if the Borrower fails to object to such proposed assignment within five (5) Business Days of its receipt of a request for approval), and (iiiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such eventwhile an Event of Default (other than an Event of Default that shall have required that the Administrative Agent shall have delivered a notice of the underlying default) shall be continuing but prior to acceleration of the Loans, the assigning applicable Lender shall not be released from give the Borrower five (5) days written notice by telecopy of its obligations under intention to assign any or all of its interest in this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except as otherwise provided in Section 14.9) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's 119 rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto hereto, except that its rights under as otherwise provided in Section 14.3 shall survive14.9) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each such assignment may be on a non-pro-rata basis, but shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement which are subject to such assignment and, in the case of (A) a partial assignment, shall be in a minimum principal amount of $15,000,0005,000,000 or (B) an assignment of a Lender's Revolving Credit Commitment or outstanding Term Loans, shall be in a minimum principal amount of the lesser of $5,000,000 or such Lender's Revolving Credit Commitment or outstanding balance of such Lender's Term Loans being assigned, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) hereto), and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note one or more Notes, as applicable, evidencing its obligations to such assignee and the adjusted obligations to such assignor with respect to the LoansLoans in substitution for the Note(s) previously held by the assignor.

Limitations on Assignments. For so long as no Event Each Lender may assign to one or more Eligible Assignees all or a portion of Default has occurred its rights and is continuing, each obligations hereunder (including all of its rights and obligations with respect to the Loans) in accordance with the provisions of this Section 14.01. Each assignment by a Lender shall be subject to the following conditions: (i) each assignment (other than to a Lender, an Affiliate of a Lender or an Approved Fund) shall be of a constantapproved by the Administrative Agent, and which approval shall not a varying, ratable percentage of all of the assigning Lender’s rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000, unreasonably withheld or delayed; (ii) each such assignment shall be to an Eligible Assignee; (iii) each assignment shall be in an amount such that, after giving effect to such assignment, the Eligible Assignee (and, if applicable, its Affiliates or Approved Funds) shall hold aggregate Term Loans (or, if no Borrowing has yet occurred, Commitments) in an amount at least equal to $1,000,000 unless each of Borrower and the Administrative Agent otherwise consent (provided, that (X) in the case of concurrent assignments to two or more assignees that are Affiliates of one another, or to two or more Approved Funds managed by the same investment advisor or by Affiliated investment advisors, all such concurrent assignments shall be aggregated in determining compliance with this subsection and (iiiY) more than one Lender (and, if applicable, its Affiliates or Approved Funds) may be the assigning Lender under any such assignment) except if the Eligible Assignee is a Lender, an Affiliate of a Lender, or an Approved Fund or if such assignment shall constitute all the assigning Lender’s interest hereunder; and (iv) the parties to each such assignment shall execute and deliver to the Administrative AgentAgent an Assignment and Acceptance, and, if such Eligible Assignee is not then a Lender, an Administrative Questionnaire, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative AgentAgent and Borrower, (Ax) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, hereunder and (By) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement hereunder (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s rights and obligations under this Agreementhereunder, the assigning Lender shall cease to be a party hereto except hereto). Any assignment or transfer by a Lender of rights or obligations under this Agreement that its does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights under and obligations in accordance with paragraph (g) of this Section 14.3 shall survive) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.14.01. Credit Agreement

Limitations on Assignments. For so long as no Event Each Lender may assign to one or more Eligible Assignees all or a portion of Default has occurred its rights and is continuing, each obligations hereunder (including all of its rights and obligations with respect to the Revolving Loans and the Letters of Credit) in accordance with the provisions of this Section 14.01. Each assignment by a Lender shall be subject to the following conditions: (i) each assignment (other than to a Lender, an Affiliate of a Lender or an Approved Fund) shall be of a constantapproved by the Administrative Agent and the Borrowers, and which approval shall not a varying, ratable percentage of all of be unreasonably withheld or delayed; provided that the assigning Lender’s rights and obligations under this Agreement and, in the case of a partial assignment, Borrowers shall be in a minimum principal amount of $15,000,000, deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof; (ii) each such assignment shall be to an Eligible AssigneeAssignee (for the sake of clarity, no Person shall be considered an Eligible Assignee under any Credit Facility solely because of its Affiliation with any other Person to whom an assignment is concurrently being made with respect to the other Credit Facility) and in the case of an assignment of a Lender’s Multicurrency Commitment, the Administrative Agent shall be satisfied with such assignee’s (or its Affiliates’) ability to fund in the Specified Foreign Currencies; (iii) each assignment of a Lender’s Commitment shall be an assignment of the assigning Lender’s (and, where applicable, its Affiliates’) Commitments in each Credit Facility in which such Lender (and, if applicable, its Affiliates) then hold Commitments and shall be allocated to such Credit Facilities as determined by such Lender (and, if applicable, its Affiliates) and consented to by the Administrative Agent; (iv) each assignment shall be in an amount such that, after giving effect to such assignment, the Eligible Assignee (and, if applicable, its Affiliates) shall hold aggregate Commitments in an amount at least equal to $5,000,000 (provided, that more than one Lender (and, if applicable, its Affiliates) may be the assigning Lender under any such assignment) except if the Eligible Assignee is a Lender, an Affiliate of a Lender, or an Approved Fund or if such assignment shall constitute all the assigning Lender’s interest hereunder; and (iiiiv) the parties to each such assignment shall execute and deliver to the Administrative AgentAgent an Assignment and Acceptance, and, if such Eligible Assignee is not then a Lender, an Administrative Questionnaire, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative AgentAgent and NMHG, (Ax) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, hereunder and (By) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement hereunder (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s rights and obligations under this Agreementhereunder, the assigning Lender shall cease to be a party hereto except hereto). Any assignment or transfer by a Lender of rights or obligations under this Agreement that its does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (h) of this Section 14.01. Any assignment by a Lender hereunder (including any assignment of a Commitment) shall at least include an assignment or transfer of a part of Loan of a principal amount outstanding at that time of an amount in Dollars at least equivalent to EUR 50,000, unless it is made to any person which qualifies as a professional market party (professionele marktpartij) under Section 14.3 shall survive) and the Dutch Financial Markets Supervision Act (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the LoansWet op het financieel toezicht).

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,00010,000,000 (and the assignor shall maintain a minimum amount of $10,000,000 for its own account unless the assignor shall assign or participate its entire interest), (ii) each such assignment shall be to an Eligible Assignee, and (iii) each assignment shall be subject to the reasonable approval of the Agent and the Borrower, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance, and (v) each Agent shall maintain a minimum Revolving Credit Commitment in an amount greater than the Revolving Credit Commitment of any other Lender (other than the other Arrangers) or an amount sufficient to maintain such Arranger's Pro Rata Share as of the Closing Date, whichever is less. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such eventwhile an Event of Default (other than an Event of Default that shall have required that the Administrative Agent shall have delivered a notice of the underlying default) shall be continuing but prior to acceleration of the Loans, the assigning applicable Lender shall not be released from give the Borrower five (5) days' written notice by telecopy of its obligations under intention to assign any or all of its interest in this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified Borrower RMOP shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Potential Event of Default or Event of Default has occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,0005,000,000 (and the assignor shall maintain a minimum amount of $5,000,000 for its own account unless the assignor shall assign or participate its entire interest), (ii) each such assignment shall be to an Eligible Assignee, (iii) each assignment shall be subject to the reasonable approval of the Agent and the Borrower, and (iiiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an a Potential Event of Default or Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such eventwhile an Event of Default (other than an Event of Default that shall have required that the Administrative Agent shall have delivered a notice of the underlying default) shall be continuing but prior to acceleration of the Loans, the assigning applicable Lender shall not be released from give the Borrower five (5) days' written notice by telecopy of its obligations under intention to assign any or all of its interest in this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the an assigning DIP Lender’s 's rights and obligations in respect of any of its DIP Loans or Commitments being assigned under this Agreement and the Note and, in the case of a partial assignment, shall be in a minimum principal amount of One Million Dollars ($15,000,0001,000,000) (treating any two or more funds acquiring Loans or Commitments at or about the same time, which funds are managed or advised by the same investment advisor, as a single Eligible Assignee for purposes of satisfying such $1,000,000 minimum) except that such minimum principal amount limitation shall not apply to an assignment by any DIP Lender of any portion of its rights and obligations to another DIP Lender, an Affiliate of a DIP Lender, an Approved Fund of any DIP Lender or an assignment by any DIP Lender of all of its rights or obligations to another Person, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment assignment, with prior written notice to the DIP Administrative Agent, shall execute and deliver to the DIP Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, of an Assignment and Acceptance, together with a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500) (provided that no fee shall be payable in the case of an assignment to another DIP Lender, an Affiliate of any DIP Lender or an Approved Fund; and 73 provided further that in the case of contemporaneous assignments by a DIP Lender to more than one fund managed by the same investment advisor (which funds are not then DIP Lenders hereunder, Affiliates thereof or Approved Funds), only a single fee of $3,500 shall be payable for all such contemporaneous assignments). Notwithstanding the foregoing, any DIP Lender may assign any or all of its rights and obligations under this Agreement to any of its Affiliates or to any Approved Fund without notice to or consent of the DIP Administrative Agent and without being subject to the foregoing conditions other than notice to the DIP Administrative Agent and the execution and delivery to the DIP Administrative Agent, for its acceptance and recording in the Register, of an Assignment and Acceptance. Upon the occurrence and continuance For purposes of this Section 12.01, an Event of Default"Approved Fund" shall mean, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, with respect to any Qualified BorrowerDIP Lender that is a fund that invests in bank loans, any other respective Subsidiaries fund that invests in bank loans which is managed or any Affiliates thereof shall be an assignee. In addition, at any time, each advised by the same investment advisor as such DIP Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to by an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreementinvestment advisor. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to accepted by the DIP Administrative Agent, (Ax) the assignment specified in such Assignment and Acceptance shall be effective, (y) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original DIP Lender hereunder, and (Bz) the assigning DIP Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning DIP Lender’s 's rights and obligations under this Agreement, the assigning DIP Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loanshereto).

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to -------------------------- the following conditions: (i) each assignment (other than an assignment to a Lender or an Affiliate of a Lender) shall be of a constantapproved by the Administrative Agent, and which approval shall not a varying, ratable percentage of all of the assigning Lender’s rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000, unreasonably withheld; (ii) each such assignment shall be to an Eligible Assignee; (iii) each such assignment shall be in an amount at least equal to $5,000,000, except if the Eligible Assignee is a Lender or an Affiliate of Lender or if such assignment shall constitute all the assigning Lender's interest hereunder; (iv) if any such assignment shall be of the assigning Lender's (A) Revolving Loans and Revolving Commitments, such assignment shall cover the same percentage of such Lender's Revolving Credit Commitments and Revolving Loans or (B) Term Loans, such assignment shall cover the same percentage of such Lender's Term Loans owing from each Borrower and (iiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (Ax) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, hereunder and (By) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement hereunder (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreementhereunder, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loanshereto).

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations in respect of its interest being assigned under this Agreement and its Note and, in the case of a partial assignment, shall be in a minimum principal amount of Ten Million Dollars ($15,000,00010,000,000) and shall be an integral multiple of One Million Dollars ($1,000,000) except that such limitations shall not apply to an assignment by any Lender of any portion of its rights and obligations to another Lender or an assignment by any Lender of all of its rights or obligations to another Person, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence , together with a processing and continuance recordation fee of an Event of Default, Three Thousand Dollars (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) $3,000); provided, however, that in such event, the assigning any Lender shall not be released from may assign any or all of its rights and obligations under this AgreementAgreement to any of its Affiliates without notice to or consent of any Borrower or the Administrative Agent and without being subject to the foregoing conditions (including the payment of the processing and recordation fee). Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to accepted by the Administrative AgentAgent (which effective date shall not be any earlier than the date on which the Administrative Agent so accepts and records the Assignment and Acceptance in the Register), (Ax) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, hereunder and (By) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survive) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loanshereto).

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, varying ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignment, and shall be in a minimum principal amount of $15,000,0005,000,000, (ii) each such assignment shall be to an Eligible AssigneeAssignee with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), and, so long as no Event of Default has occurred and is continuing, the Borrower, (such consent not to be unreasonably withheld or delayed by the Borrower) (provided that the consent of the Administrative Agent and the Borrower shall not be required with respect to an assignment to an Eligible Assignee described in clause (i) of the definition thereof), and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its such rights and be released from its such obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s rights and obligations under this Agreement, the assigning Lender shall (if all of its Revolving Credit Commitment is being assigned) cease to be a party hereto except that its rights under Section 14.3 shall survive) and (C) if requested by the Borrower and any Qualified assignee or assignor thereunder, the Borrower shall execute and deliver to the assignee thereunder and the assignor (to the extent the assignor retains a Revolving Credit Commitment) a Note evidencing its obligations to such assignee with respect to the LoansLoans upon the cancellation or amendment of the original thereby being replaced. If after the occurrence and continuance of an Event of Default the Administrative Agent does not hold any portion of the Loan, such Administrative Agent shall offer to resign as Administrative Agent hereunder. Notwithstanding anything herein to the contrary, in the event that the Administrative Agent shall at any time hold a Revolving Credit Commitment less than $25,000,000 (other than as a result of pro-rata reductions in the Revolving Credit Commitments pursuant to SECTION 3.1), then such Administrative Agent shall promptly provide 87 written notice thereof to the Lenders and the Requisite Lenders shall have the right, to be exercised within fifteen (15) days of delivery of such notice by such Administrative Agent, to elect to remove such Administrative Agent as Administrative Agent and replace such Administrative Agent, subject to the terms of SECTION 11.7.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s rights 's right and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000, (ii) each such assignment shall be to an Eligible AssigneeAssignee who, so long as no Default or Event of Default exists and is continuing, is approved by Borrowers' Representative (which approval shall not be 73 81 unreasonably withheld, conditioned or delayed), and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights right to and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it and assumed by the Eligible Assignee pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified each Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the LoansLoans and, if applicable, a new Note to the Assignor evidencing its remaining obligations to the Assignor. Notwithstanding the foregoing, the Agent hereunder shall be required to maintain a minimum Revolving Credit Commitment, Loans or a combination thereof of $25,000,000.

Limitations on Assignments. For so long as no Event of Default -------------------------- has occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,00010,000,000 (and the assignor shall maintain a minimum amount of $10,000,000 for its own account unless the assignor shall assign or participate its entire interest), (ii) each such assignment shall be to an Eligible Assignee, and (iii) each assignment shall be subject to the reasonable approval of the Agent and the Borrower, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance, and (v) each Agent shall maintain a minimum Revolving Credit Commitment in an amount greater than the Revolving Credit Commitment of any other Lender (other than the other Arrangers) or an amount sufficient to maintain such Arranger's Pro Rata Share as of the Closing Date, whichever is less. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such eventwhile an Event of Default (other than an Event of Default that shall have required that the Administrative Agent shall have delivered a notice of the underlying default) shall be continuing but prior to acceleration of the Loans, the assigning applicable Lender shall not be released from give the Borrower five (5) days' written notice by telecopy of its obligations under intention to assign any or all of its interest in this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Administrative Payment and Disbursement Agent, for its acceptance (in accordance with Section 14.1(d15.1(d)) and recording in the Register, an Assignment and Acceptance, (iv) each Arranger shall maintain a minimum Commitment in an amount greater than the Commitment of any other Lender (other than the other Arrangers) or an amount sufficient to maintain such 124 Arranger's Pro Rata Share as of the Closing Date, whichever is less, and (v) each Co-Agent shall maintain a minimum Commitment in an amount greater than the Commitment of any other Lender (other than the other Co-Agents and the Arrangers) or an amount sufficient to maintain such Co-Agent's Pro Rata Share as of the Closing Date, whichever is less. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d15.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Payment and Disbursement Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of -------------------------- Default has occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,00010,000,000 (and the assignor shall maintain a minimum amount of $10,000,000 for its own account unless the assignor shall assign or participate its entire interest), (ii) each such assignment shall be to an Eligible Assignee, and (iii) each assignment shall be subject to the reasonable approval of the Agent and the Borrower, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance, and (v) each Agent shall maintain a minimum Revolving Credit Commitment in an amount greater than the Revolving Credit Commitment of any other Lender (other than the other Arrangers) or an amount sufficient to maintain such Arranger's Pro Rata Share as of the Closing Date, whichever is less. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such eventwhile an Event of Default (other than an Event of Default that shall have required that the Administrative Agent shall have delivered a notice of the underlying default) shall be continuing but prior to acceleration of the Loans, the assigning applicable Lender shall not be released from give the Borrower five (5) days' written notice by telecopy of its obligations under intention to assign any or all of its interest in this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, ratable percentage of all of the assigning Lender’s 's rights and obligations under this Agreement and, in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000Agreement, (ii) each such assignment shall be to an Eligible Assignee, (iii) each such assignment shall be in a minimum amount of $5,000,000, unless to an existing Lender or unless the assigning Lender shall hold less than $5,000,000, in which event such assignment shall be for the balance of the assigning Lender's rights and obligations under this Agreement, and (iiiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights 105 107 and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s 's rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto except that its rights under Section 14.3 shall survivehereto) and (C) the Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans.

Limitations on Assignments. For so long as no Event of Default has occurred and is continuing, each Each assignment shall be subject to the following conditions: (i) each assignment shall be of a constant, and not a varying, varying ratable percentage of all of the assigning Lender’s rights and obligations under this Agreement and, in the case of a partial assignment, and shall be in a minimum principal 100 amount of $15,000,0005,000,000, (ii) each such assignment shall be to an Eligible AssigneeAssignee with the consent of the Administrative Agent and the Issuing Lender (such consent not to be unreasonably withheld or delayed), and, so long as no Event of Default has occurred and is continuing, the Borrower, (such consent not to be unreasonably withheld or delayed by the Borrower and shall be deemed to be given if the Borrower does not provide a response within five (5) Business Days after such request, provided that such request shall state, in capital letters, that “FAILURE TO RESPOND TO THIS REQUEST WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT, SHALL BE DEEMED CONSENT TO THE ENCLOSED REQUEST.”) (provided that the consent of the Borrower shall not be required with respect to an assignment to an Eligible Assignee described in clause (i) of the definition thereof), and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 14.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, (i) none of the foregoing restrictions on assignments shall apply, and (ii) none of the Borrower, any Qualified Borrower, any other respective Subsidiaries or any Affiliates thereof shall be an assignee. In addition, at any time, each Lender shall have the right to assign all or any portion of its Revolving Credit Commitment and/or Loans to an Affiliate without compliance with the first sentence of this Section 14.1(b) provided, however, that in such event, the assigning Lender shall not be released from its obligations under this Agreement. Upon such execution, delivery, acceptance (in accordance with Section 14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Administrative Agent, (A) the assignee thereunder shall, in addition to any 105 rights and obligations hereunder held by it immediately prior to such effective date, if any, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and shall, to the fullest extent permitted by law, have the same rights and benefits hereunder as if it were an original Lender hereunder, (B) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its such rights and be released from its such obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender’s rights and obligations under this Agreement, the assigning Lender shall (if all of its Revolving Credit Commitment, its Negotiated Rate Loans and its portion of the Term Loan are being assigned) cease to be a party hereto except that its rights under Section 14.3 shall survive) and (C) if requested by the Borrower and any Qualified assignee or assignor thereunder, the Borrower shall execute and deliver to the assignee thereunder and the assignor (to the extent the assignor retains a Revolving Credit Commitment, a Negotiated Rate Loan or a portion of the Term Loan) a Note or Notes evidencing its obligations to such assignee with respect to the Loans upon the cancellation or amendment of the original thereby being replaced. If after the occurrence and continuance of an Event of Default the Administrative Agent does not hold any portion of the Loans, such Administrative Agent shall offer to resign as Administrative Agent hereunder. Notwithstanding anything herein to the contrary, in the event that the Administrative Agent shall at any time hold a Revolving Credit Commitment less than $25,000,000 (other than as a result of pro-rata reductions in the Revolving Credit Commitments pursuant to Section 3.1), then such Administrative Agent shall promptly provide written notice thereof to the Lenders and the Requisite Lenders shall have the right, to be exercised within fifteen (15) days of delivery of such notice by such Administrative Agent, to elect to remove such Administrative Agent as Administrative Agent and replace such Administrative Agent, subject to the terms of Section 11.7.