Common use of Amounts and Terms of Assignments Clause in Contracts

Amounts and Terms of Assignments. Each Loan or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Borrowers and Administrative 110 Agent or (b) be assigned in an aggregate amount of not less than $1,000,000 in the case of the Series A Revolving Loans and $1,000,000 in the case of the Series B Term Loans and the Series C Term Loans (in each case, other than for assignments to other Lenders or Affiliates of such Lender or other Lenders) (or such lesser amount as shall constitute the aggregate amount of the Loans and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Borrowers and with the consent of Company (except with respect to any assignment under the Loan Put Agreement or upon the occurrence and during the continuance of an Event of Default) and Administrative Agent (which consent of Company and Administrative Agent shall not be unreasonably withheld or delayed). To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Loans or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500 with respect to assignments by any Lender (other than GSCP) to any person and $500 with respect to assignments by or to GSCP, and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a). Upon such execution, delivery, acceptance and recordation, from and after the effective date specified in such Assignment Agreement, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (2) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 9.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. If any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon, upon the request of the assignee and/or the assigning Lender, new Notes shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV, Exhibit V or Exhibit VI annexed hereto, as the case may be, with appropriate insertions, to reflect the new Loans of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Commitment, Loan or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Borrowers and Administrative 110 Agent or (b) be assigned in an aggregate amount 110 119 of not less than $1,000,000 5,000,000 in the case of the Series A Revolving Loan Commitments and Series A Revolving Loans and $1,000,000 in the case of the Series B Term Loans Loan Commitments and Series B Term Loans, the Series C Term Loans and the Incremental Loans, if any (in each case, other than for assignments to other Lenders or Affiliates of such Lender or other Lenders) (or such lesser amount as shall constitute the aggregate amount of the Loans Commitments, Loans, and other Obligations of the assigning Lender) to any other Eligible Assignee with the giving of notice to Borrowers and with the consent of Company (except with respect to any assignment under the Loan Put Agreement or upon the occurrence and during the continuance of an Event of Default) and Administrative Agent (which consent of Company and Administrative Agent shall not be unreasonably withheld or delayed). To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Loans Commitments, Loans, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500 with respect to assignments by any Lender (other than GSCP) to any person and $500 with respect to assignments by or to GSCP, and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to subsection 2.7B(iii)(a). Upon such execution, delivery, acceptance and recordation, from and after the effective date specified in such Assignment Agreement, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (2) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 9.8B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. If The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon, upon the request of the assignee and/or the assigning Lender, new Notes shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV, Exhibit V or Exhibit VI annexed hereto, as the case may be, with appropriate insertions, to reflect the new Loans Commitments and/or Incremental Loans, as the case may be, of the assignee and/or the assigning Lender.

Amounts and Terms of Assignments. Each Loan Commitment, Loan, Letter -------------------------------- of Credit or participation therein, or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate of the assigning Lender or another Lender, with the giving of notice to Borrowers Company and Administrative 110 Agent Agent, or (b) be assigned in an aggregate amount of not less than $1,000,000 in the case of the Series A Revolving Loans and $1,000,000 in the case of the Series B Term Loans and the Series C Term Loans (in each case, other than for assignments to other Lenders or Affiliates of such Lender or other Lenders) 5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Loans Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning LenderLender and its Affiliates) to any other Eligible Assignee with the giving of notice to Borrowers and with the consent of Company (except with respect to any assignment under the Loan Put Agreement or upon the occurrence and during the continuance of an Event of Default) and Administrative Agent (which consent of Company and Administrative Agent shall not be unreasonably withheld or delayed); provided that, unless otherwise agreed -------- to in writing by Company and Administrative Agent, the assigning Lender shall have, immediately after giving effect to such assignment, not less than an aggregate amount of $5,000,000 in Commitments, Loans and Letter of Credit; and provided further, however, that (x) upon the occurrence and -------- ------- ------- during the continuance of an Event of Default, or (y) in the case of assignments by GSCP, Fleet or DLJ, assignments may be made without the consent of Company or Administrative Agent, upon the giving of notice to Company and Administrative Agent. To the extent of any such assignment in accordance with either clause (a) or (b) above, the assigning Lender shall be relieved of its obligations with respect to its Loans Commitments, Loans, Letters of Credit or participations therein, or other Obligations or the portion thereof so assigned. The parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the Register, an Assignment Agreement, together with a processing and recordation fee of $3,500 with respect 500 in the case of assignments pursuant to clause (a) above and assignments by any Lender (other than GSCP) to any person GSCP or Fleet, and $500 with respect to 2000 in the case of all other assignments by or to GSCP, and such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under 137 such Assignment Agreement may be required to deliver to Administrative Agent and the Company pursuant to subsection 2.7B(iii)(a). Upon such execution, delivery, acceptance and recordation, from and after the effective date specified in such Assignment Agreement, (1y) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (2z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 9.8B10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto; provided that, anything contained in any of the -------- Loan Documents to the contrary notwithstanding, if such Lender is the Issuing Lender with respect to any outstanding Letters of Credit such Lender shall continue to have all rights and obligations of an Issuing Lender with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder). If The Commitments hereunder shall be modified to reflect the Commitment of such assignee and any remaining Commitment of such assigning Lender and, if any such assignment occurs after the issuance of any Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes Notes, if any, to Administrative Agent for cancellation, and thereuponthereupon new Notes shall, upon the request of if so requested by the assignee and/or the assigning LenderLenders in accordance with Subsection 2.1E, new Notes shall be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV, IV or Exhibit V or Exhibit VI annexed hereto, as the case may be, with ---------- --------- appropriate insertions, to reflect the new Loans Commitments, as the case may be, of the assignee and/or the assigning Lender.