Common use of Limitations on Assignments Clause in Contracts

Limitations on Assignments. 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 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 $10,000,000, (ii) each such assignment shall be to an Eligible Assignee, (iii) the U.S. Borrower shall have the right to approve each such Eligible Assignee which is not an U.S. Affiliate of a Lender, which approval shall not be unreasonably withheld or delayed and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Agent, (A) the assignee thereunder shall, in addition to any 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 (other than those specifically surviving termination of this Agreement) 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), and (C) the Borrowers shall execute and deliver to the assignee thereunder one or more Notes, as applicable, evidencing their respective obligations to such assignee with respect to the Loans.

Limitations on Assignments. 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 rights and obligations in respect of its interest being assigned under this Agreement which are subject to such assignment and its Note and, in the case of a partial assignment, shall be in a minimum principal amount of Five Million Dollars ($10,000,0005,000,000) 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 U.S. Borrower shall have the right to approve each such Eligible Assignee which is not an U.S. Affiliate of a Lender, which approval shall not be unreasonably withheld or delayed and (iv) the parties to each such assignment shall execute and deliver to the Administration Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500); provided, however, any Lender may assign any or all of its rights and obligations under this Agreement to any of its Affiliates without notice to or consent of the Borrowers or the Administrative Agent and without being subject to the foregoing conditions. Upon such execution, delivery, acceptance and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to accepted by the AgentAdministrative Agent (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 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 (other than those specifically surviving termination of this Agreement) 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), and (C) the Borrowers shall execute and deliver to the assignee thereunder one or more Notes, as applicable, evidencing their respective obligations to such assignee with respect to the Loans.

Limitations on Assignments. 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 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 $10,000,0005,000,000 or the remaining portion of the assigning Lender's rights and obligations hereunder, if less (provided, however, such minimum shall not apply in the case of any such assignment between Lenders), (ii) each such assignment shall be to an Eligible Assignee, and (iii) the U.S. Borrower shall have the right to approve each such Eligible Assignee which is not an U.S. Affiliate of a Lender, which approval shall not be unreasonably withheld or delayed and (iv) the parties to each such assignment shall execute and deliver to the Funding Agent, for its acceptance and recording in the Register, an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Funding Agent, (Ax) the assignee thereunder shall, in addition to any 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 (other than those specifically surviving termination of this Agreement) 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), and (C) the Borrowers shall execute and deliver to the assignee thereunder one or more Notes, as applicable, evidencing their respective obligations to such assignee with respect to the Loans.

Limitations on Assignments. 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 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 $10,000,000, (ii) each such assignment shall be to an Eligible Assignee, (iii) the U.S. Borrower shall have the right to approve each such Eligible Assignee which is not an U.S. Affiliate of a Lender, which approval shall not be unreasonably withheld or delayed and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance. Upon such execution, delivery, -------------------------- acceptance 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 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 Lenders shall, to the extent that rights and obligations hereunder have been assigned by it them pursuant to such Assignment and Acceptance, relinquish its their rights (other than those specifically surviving termination of this Agreement) and be released from its their obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such all assigning Lender's Lenders' rights and obligations under this Agreement, the assigning Lender Lenders shall cease to be a party parties hereto), ) and (C) the Borrowers Borrower shall execute and deliver to the assignee thereunder one or more Notes, as applicable, a Note evidencing their respective its obligations to such assignee with respect to the Loans.

Limitations on Assignments. 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 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 $10,000,0005,000,000 or the remaining portion of the assigning Lender's rights and obligations hereunder, if less (provided, however, such minimum shall not apply in the case of any such assignment between Lenders), (ii) each such assignment shall be to an Eligible Assignee, and (iii) the U.S. Borrower shall have the right to approve each such Eligible Assignee which is not an U.S. Affiliate of a Lender, which approval shall not be unreasonably withheld or delayed and (iv) the parties to each such assignment shall execute and deliver to the Funding Agent, for its acceptance and recording in the Register, an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Funding Agent, (Ax) the assignee thereunder shall, in addition to any 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 (other than those specifically surviving termination of this Agreement) 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). Notwithstanding the foregoing, the Funding Agent in its own discretion, or by instruction from any Issuing Bank, may refuse acceptance of an assignment of Revolving Loans and Revolving Loan Commitment Amounts to a Person not satisfying long term certificate of deposit ratings published by S&P or Xxxxx'x, of at least BBB- or Baa3, respectively, or (C) the Borrowers shall execute and deliver unless otherwise agreed to the assignee thereunder one by each Issuing Bank), if such assignment would, pursuant to any applicable laws, rules or more Notesregulation, as applicablebe binding on any Issuing Bank, evidencing their respective obligations result in a reduced rate of return to such assignee with respect Issuing Bank or require any Issuing Bank to set aside capital in an amount that is greater than that which is required to be set aside for other Lenders participating in the LoansLetters of Credit.

Limitations on Assignments. 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 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 $10,000,0002,500,000 or the remaining portion of the assigning Lender's rights and obligations hereunder, if less (provided, however, such minimum shall not apply in the case of any such assignment between Lenders), (ii) each such assignment shall be to an Eligible Assignee, and (iii) such assignment shall be accompanied by pro rata assignment of such Lender's Tranche B Loans under, and as defined in, the U.S. Borrower shall have Term Facility (except as otherwise agreed to by the right to approve each such Eligible Assignee which is not an U.S. Affiliate of a LenderAdministrative Agents), which approval shall not be unreasonably withheld or delayed and (iv) the parties to each such assignment shall execute and deliver to the Funding Agent, for its acceptance and recording in the Register, an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Funding Agent, (Ax) the assignee thereunder shall, in addition to any 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 (other than those specifically surviving termination of this Agreement) 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), and (C) the Borrowers shall execute and deliver to the assignee thereunder one or more Notes, as applicable, evidencing their respective obligations to such assignee with respect to the Loans.

Limitations on Assignments. Each assignment by a Lender shall be subject to the following conditions: (i) each such assignment (other than to a Lender or an Affiliate of any Lender) shall be approved by the Administrative Agent and, so long as no Event of a constantDefault has occurred and is continuing, and the Company, which approval shall not a varyingbe unreasonably withheld or delayed; provided, ratable percentage of all however, that the Syndication Agent shall have the right to make an assignment hereunder without the approval of the assigning Lender'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 $10,000,000, Borrowers; (ii) each such assignment shall be to an Eligible Assignee, ; (iii) the U.S. Borrower shall have the right to approve each such assignment shall be in an amount at least equal to $5,000,000, in the case of Revolving Loans and Revolving Credit Commitments, and $1,000,000, in the case of Term Loans, except if the Eligible Assignee which is not a Lender or an U.S. Affiliate of a any 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 Revolving Loans and Revolving Credit Commitments, which approval such assignment (other than any such assignment to an Affiliate of the Assigning Lender) shall not be unreasonably withheld or delayed consist of the simultaneous assignment of corresponding pro rata portions of the assigning Lender's Revolving Credit Commitment and Revolving Loans, and (ivv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance. Upon such execution, delivery, acceptance 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 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 (other than those specifically surviving termination of this Agreement) 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), and (C) the Borrowers shall execute and deliver except in each case, to the assignee thereunder one or more Notes, as applicable, evidencing their respective obligations to such assignee with respect to the Loansextent provided in Section 13.09.

Limitations on Assignments. 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 rights and obligations under this Agreement which are subject to such assignment and, in the case of a partial assignmentassignment other than an assignment on the Effective Date, shall be in a minimum principal amount of $10,000,0004,000,000, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the U.S. Borrower shall have the right to approve each such Eligible Assignee which is not an U.S. Affiliate of a Lender, which approval shall not be unreasonably withheld or delayed and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the AgentAcceptance, (A) the assignee thereunder shall, in addition to any 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 (other than those specifically surviving termination of this Agreement) 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), and (C) upon the written request of the assignee thereunder, the Borrowers shall execute and deliver to the such assignee thereunder one or more Notes, as applicable, a Note evidencing their respective its obligations to such assignee and the adjusted obligations to such assignor with respect to the assigned Loans.

Limitations on Assignments. 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 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 $10,000,0005,000,000, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the U.S. Borrower shall have the right to approve each such Eligible Assignee which is not an U.S. Affiliate of a Lender, which approval shall not be unreasonably withheld or delayed and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Agent, (A) the assignee thereunder shall, in addition to any 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 (other than those specifically surviving termination of this Agreement) 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), and (C) upon the written request of the assignee thereunder, the Borrowers shall execute and deliver to the such assignee thereunder one or more Notes, as applicable, a Note evidencing their respective its obligations to such assignee and the adjusted obligations to such assignor with respect to the assigned Loans.

Limitations on Assignments. 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 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 $10,000,0005,000,000 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 U.S. Borrower shall have the right to approve each such Eligible Assignee which is not an U.S. Affiliate of a Lender, which approval shall not be unreasonably withheld or delayed and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Agent, (A) the assignee thereunder shall, in addition to any 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 (other than those specifically surviving termination of this Agreement) 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), and (C) the Borrowers shall execute and deliver to the assignee thereunder one or more Notes, as applicable, evidencing their respective 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. Each For so long as no Event of Default has occurred and is continuing, 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 $10,000,00015,000,000, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the U.S. Borrower shall have the right to approve each such Eligible Assignee which is not an U.S. Affiliate of a Lender, which approval shall not be unreasonably withheld or delayed and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 15.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, none of the foregoing restrictions on assignments shall apply. Upon such execution, delivery, acceptance (in accordance with Section 15.1(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 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 (other than those specifically surviving termination of this Agreement) 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), ) and (C) the Borrowers Borrower shall execute and deliver to the assignee thereunder one or more Notes, as applicable, a Note evidencing their respective its obligations to such assignee with respect to the Loans.

Limitations on Assignments. Each For so long as no Event of Default has occurred and is continuing, 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 $10,000,00015,000,000, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the U.S. Borrower shall have the right to approve each such Eligible Assignee which is not an U.S. Affiliate of a Lender, which approval shall not be unreasonably withheld or delayed and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance (in accordance with Section 15.1(d)) and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, none of the foregoing restrictions on assignments shall apply. Upon such execution, delivery, acceptance (in accordance with Section 15.1(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 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 (other than those specifically surviving termination of this Agreement) 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), ) and (C) the Borrowers Borrower and any Qualified Borrower shall execute and deliver to the assignee thereunder one or more Notes, as applicable, a Note evidencing their respective its obligations to such assignee with respect to the Loans.

Limitations on Assignments. 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 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 $10,000,0005,000,000 or the remaining portion of the assigning Lender's rights and obligations hereunder, if less (provided, however, that such minimum shall not apply in the case of any such assignment between Lenders), (ii) each such assignment shall be to an Eligible AssigneeAssignee and each Agent and, in the case of assignments of any of the Commitments, each Issuing Bank shall have given its prior written consent to such assignment and (iii) the U.S. Borrower shall have the right to approve each such Eligible Assignee which is not an U.S. Affiliate of a Lender, which approval shall not be unreasonably withheld or delayed and (iv) the parties to each such assignment shall execute and deliver to the Funding Agent, for its acceptance and recording in the Register, an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Funding Agent, (Ax) the assignee thereunder shall, in addition to any 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 (other than those specifically surviving termination of this Agreement) 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), and (C) the Borrowers shall execute and deliver to the assignee thereunder one or more Notes, as applicable, evidencing their respective obligations to such assignee with respect to the Loans.

Limitations on Assignments. Each For so long as no Event of Default has occurred and is continuing, 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 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 $10,000,000Agreement, (ii) each such assignment shall be to an Eligible Assignee, (iii) each assignment shall be subject to the U.S. Borrower shall have reasonable approval of the right to approve each such Eligible Assignee which is not an U.S. Affiliate of a LenderAgent and the Borrower, which approval shall not be unreasonably withheld or delayed and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance. Upon the occurrence and continuance of an Event of Default, none of the foregoing restrictions on assignments shall apply. Upon such execution, delivery, acceptance and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Agent, Agent (A) the assignee thereunder shall, in addition to any 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, and (B) the assigning as signing Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than those specifically surviving termination of this Agreement) 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), and (C) the Borrowers shall execute and deliver to the assignee thereunder one or more Notes, as applicable, evidencing their respective obligations to such assignee with respect to the Loans.

Limitations on Assignments. 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 rights right and obligations under this Agreement which are subject with regard to such assignment either or both of its Term Loan Commitment or Revolving Loan Commitment and, in the case of a partial assignment, shall be in a minimum principal amount of $10,000,0001,000,000, (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 (iii) the U.S. Borrower shall have the right to approve each such Eligible Assignee which is not an U.S. Affiliate of a Lender, which approval shall not be unreasonably withheld withheld, conditioned or delayed delayed), and (iviii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the RegisterRegister (as defined below), an Assignment and AcceptanceAcceptance in the form of Exhibit L attached hereto and made a part hereof. Upon such execution, delivery, acceptance and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Agent, (A) the assignee thereunder shall, in addition to any 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 (other than those specifically surviving termination of this Agreement) 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), ) and (C) the Borrowers Borrower shall execute and deliver to the assignee thereunder one or more Notes, as applicable, a Note evidencing their respective 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 Loan Commitment, Loans or a combination thereof of at least $1,000,000.

Limitations on Assignments. 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 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 $10,000,000Agreement, (ii) each such assignment shall be to an Eligible Assignee, (iii) the U.S. Borrower shall have the right to approve each such Eligible Assignee and any assignee which is an Affiliate of a Lender which is not an U.S. Affiliate of a Lenderdomiciled in the United States, which approval shall not be unreasonably withheld or delayed and (iv) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance. Upon such execution, delivery, acceptance and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Agent, (A) the assignee thereunder shall, in addition to any 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, shall relinquish its rights (other than those specifically surviving termination of this Agreement) 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), and (C) the Borrowers Borrower shall execute and deliver to the assignee thereunder one or more Notes, as applicable, evidencing their respective its obligations to such assignee with respect to the Loans.

Limitations on Assignments. Each assignment shall be subject to -------------------------- the following conditions: (i) each assignment shall be approved by the Administrative Agent, which approval shall not be 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 Tender Offer Loans, Revolving Loans and Revolving Credit Commitments prior to the Merger Funding Date, such assignment shall be of a constant, and not a varying, ratable percentage of all of the such assigning Lender's rights and obligations under this Agreement which are subject with respect to such assignment Loans and Commitments and, in if any such assignments on or after the case of a partial assignment, Merger Funding Date shall be in a minimum principal amount of $10,000,000the assigning Lender's (A) Revolving Loans and Revolving Commitments, (ii) each such assignment shall be to an Eligible Assigneecover the same percentage of such Lender's Revolving Credit Commitments and Revolving Loans or (B) Term Loans, (iii) such assignment shall cover the U.S. same percentage of such Lender's Term Loans owing from each Borrower shall have the right to approve each such Eligible Assignee which is not an U.S. Affiliate of a Lender, which approval shall not be unreasonably withheld or delayed and (ivv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance. Upon such execution, delivery, acceptance 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 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 (other than those specifically surviving termination of this Agreement) 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), and (C) the Borrowers shall execute and deliver to the assignee thereunder one or more Notes, as applicable, evidencing their respective obligations to such assignee with respect to the Loans.

Limitations on Assignments. Each assignment by a Lender shall be subject to the following conditions: (i) each such 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 which are subject to such assignment and, in the case of a partial assignment, shall be in a minimum principal amount of $10,000,000, unreasonably withheld; (ii) each such assignment shall be to an Eligible Assignee, ; (iii) the U.S. Borrower shall have the right to approve each such assignment shall be in an amount at least equal to $5,000,000, except if the Eligible Assignee which is not a Lender or an U.S. Affiliate of a Lender 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 Loans, which approval shall not be unreasonably withheld or delayed and (ivv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance. Upon such execution, delivery, acceptance 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 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 (other than those specifically surviving termination of this Agreement) and be released from its obligations under this Agreement hereunder (and, in the case of an Assignment and -143- 145 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), and (C) the Borrowers shall execute and deliver to the assignee thereunder one or more Notes, as applicable, evidencing their respective obligations to such assignee with respect to the Loans.

Limitations on Assignments. 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 Revovling 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 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 $10,000,000, (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, (iiiiv) the U.S. Borrower shall have the right to approve each such Eligible Assignee which is not another Lender or an U.S. Affiliate of a Lender, which approval shall not be unreasonably withheld or delayed and (ivv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance. Upon such execution, delivery, acceptance 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 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 (other than those specifically surviving termination of this Agreement) 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), and (C) the Borrowers Borrower shall execute and deliver to the assignee thereunder one or more Notes, as applicable, evidencing their respective its obligations to such assignee with respect to the Loans.