Common use of Amounts and Terms of Assignments Clause in Contracts

Amounts and Terms of Assignments. Each 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 or Approved Fund of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent, or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, and other Obligations of the assigning Lender and its Affiliates) to any other Eligible Assignee with the consent of Company 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 or unless such assignment is for the assigning Lender's entire interest hereunder and under the other Loan Documents, 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 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 $500 in the case of assignments pursuant to clause (a) above and assignments by GSCP, Fleet or DLJ and $2000 in the case of all other assignments 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 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, (y) 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 (z) 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 10.9B) 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). 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 140 hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or the assigning Lenders in accordance with Subsection 2.1E, be issued to the assignee and/or to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the case may be, with ---------- --------- appropriate insertions, to reflect the new Commitments, 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, therein or other Obligation may (a) be assigned in any amount (of a constant and not a varying percentage) to another Lender, or to an Affiliate or Approved Fund of the assigning Lender or another Lender, with the giving of notice to Company Borrowers' Agent and Administrative AgentAgent or a Related Fund of such Lender; PROVIDED THAT, if such Related Fund is not a Lender, such assignment shall be in an amount not less than $1,000,000 in the case of a Term Loan or a Separated Funded Loan and $5,000,000 in the case of a Revolving Loan Commitment, Letter of Credit or participation therein or other Obligation or (b) be assigned in an aggregate amount (of a constant and not a varying percentage) of not less than $1,000,000 in the case of a Term Loan or a Separated Funded Loan and $5,000,000 in the case of a Revolving Loan Commitment, Letter of Credit or participation therein or other Obligation (or such lesser amount (X) as shall constitute the aggregate amount of the all Loans, Commitments, Loans, Letters of Credit and or participations therein, therein and other Obligations of the assigning Lender or (Y) so long as, after giving effect to such assignment and its Affiliatesany other assignments concurrently being made to the assignee, such assignee receives not less than $1,000,000 of Term Loans or Separated Funded Loans, or $5,000,000 of General Revolving Loans, Commitments, or other Obligations assigned to it) to any other Eligible Assignee with the giving of notice to Borrowers' Agent and Administrative Agent and, if no Event of Default shall have occurred and be continuing, with the consent of Company Borrowers' Agent and Administrative Agent, in the case of an assignment made by a Lender other than Administrative Agent, or with the consent of Borrowers' Agent, in the case of an assignment made by Administrative Agent (which consent of Company Borrowers' Agent and Administrative Agent shall not be unreasonably withheld withheld, withdrawn, delayed or delayeddenied; PROVIDED that the inability of an Eligible Assignee to satisfy the requirements set forth in subsection 2.7C(iv) of this Agreement, if applicable, shall constitute reasonable grounds for withholding such consent); provided thatand PROVIDED FURTHER, unless -------- otherwise agreed to in writing by Company and Administrative Agent or unless such assignment is for the assigning Lender's entire interest hereunder and under the other Loan Documents, 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, howeverHOWEVER, that any assignment in accordance with clause (xb) upon either after the occurrence and during the -------- ------- ------- continuance continuation of an Event of Default, Default or (y) in the case of assignments if required by GSCP, Fleet or DLJ, assignments may be made without applicable law shall not require the consent of Company the Borrowers' Agent or Administrative Agent, upon the giving Company; PROVIDED STILL FURTHER that an assignment of notice to Company and Administrative Agenta Separated Funded Loan shall not constitute an assignment of any portion of the assignor's Revolving Loan Commitment. 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, 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 Agreementand Acceptance, together with, with respect to assignments which occur following the Closing Date, a processing and recordation fee of $500 in the case of assignments pursuant 3,500 payable to clause (a) above and assignments by GSCP, Fleet or DLJ and $2000 in the case of all other assignments Administrative Agent and such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding and foreign tax withholding matters as the assignee under such Assignment Agreement and Acceptance may be required to deliver to Administrative Agent and the Company pursuant to subsection 2.7B(iii)(a2.7C(iv). Upon such execution, delivery, acceptance delivery and recordationacceptance, from and after the effective date specified in such Assignment Agreementand Acceptance, (y) the assignee thereunder shall be a party hereto and a "Lender" hereunder to the extent of the portion of any such Commitment so assigned hereunder and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreementand Acceptance, shall have the rights and obligations of a Lender hereunder hereunder, including, without limitation, the obligation in subsection 10.20 to maintain the confidentiality of all non-public information received by it pursuant to this Agreement and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreementand Acceptance, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations (except as otherwise provided in subsection 10.11) under this Agreement (and, in the case of an Assignment Agreement and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto); provided PROVIDED that, anything contained in any if the assignee of the Loan -------- Documents to the contrary notwithstanding, if such assigning Lender is an Affiliate of such Lender, such assignee shall not be entitled to receive any greater amount pursuant to subsections 2.6E or 2.7 than the Issuing assigning Lender with would have been entitled to receive in respect to any outstanding Letters of Credit the amount of the assignment effected by such assigning 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 Affiliate had no such Letters of Credit and the reimbursement of any amounts drawn thereunder)assignment occurred. The Commitments hereunder shall be modified to reflect the Commitment Commitments of such assignee and any remaining Commitment Commitments of such assigning Lender and, if any such assignment occurs after the issuance of any Notes 140 hereunder, a Note to the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Noteshereunder, if anyrequested pursuant to subsection 2.1G(iv), to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or upon surrender of the assigning Lenders in accordance with Subsection 2.1ELender's Note, be issued upon request to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV EXHIBIT IV, EXHIBIT V, EXHIBIT VI, EXHIBIT XIX or Exhibit V EXHIBIT XX annexed hereto, as the case may be, with ---------- --------- appropriate insertions, to reflect the new CommitmentsCommitments and/or outstanding Loans, as the case may be, of the assignee and/or and the assigning Lender. In the event that a Lender assigns the full amount of its Term Loans and Revolving Loans, its Revolving Loan Commitments and its other Obligations and such Lender has an Offshore Loan Commitment, any outstanding Offshore Loans at the time of such assignment, such Lender must also assign the full amount of such Offshore Loans to an Eligible Assignee and the full amount of such Offshore Loan Commitment in accordance with the terms of this paragraph."

Amounts and Terms of Assignments. Each Commitment, Loan, Letter -------------------------------- of Credit or participation therein, therein or other Obligation may (a) be assigned in any amount to another Lender, or to an Affiliate or Approved Fund of the assigning Lender or another Lender, with the giving of notice to Company and Administrative Agent, Agent or (b) be assigned in an aggregate amount of not less than $5,000,000 (or such lesser amount as shall constitute the aggregate amount of the Commitments, Loans, Letters of Credit and participations therein, therein and other Obligations of the assigning Lender and its AffiliatesLender) to any other Eligible Assignee with the consent of Company 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 or unless such assignment is for the assigning Lender's entire interest hereunder and under the other Loan Documents, 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 Agentwith the consent of Agent (which consent shall not be unreasonably withheld). 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 Commitments, Loans, Letters of Credit or participations therein, 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 Registeracceptance, an Assignment Agreementand Acceptance, together with a processing and recordation fee of $500 3,500, in the case of assignments to any Eligible Assignee that is not a Lender, or $2,500, in the case of assignments to any other Lender (provided, however, that no such processing -------- ------- fees shall be payable in the case of assignments pursuant to clause (athis subsection 10.1 effected during the first five Business Days immediately following of the Closing Date) above and assignments by GSCP, Fleet or DLJ and $2000 in the case of all other assignments and such formscertificates, certificates documents or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement and Acceptance may be required to deliver to Administrative Agent and the Company pursuant to subsection 2.7B(iii)(a2.7B(iii). Upon such execution, delivery, acceptance delivery and recordationacceptance, from and after the effective date specified in such Assignment Agreementand Acceptance, (y) the assignee thereunder shall be a party hereto and, to the extent that rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and obligations hereunder have been assigned to it pursuant to such Assignment Agreementand Acceptance, shall have the rights and obligations of a Lender hereunder and (z) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreementand Acceptance, relinquish its rights (other than any rights which survive the termination of this Agreement under subsection 10.9B) and be released from its obligations under this Agreement (and, in the case of an Assignment Agreement and Acceptance 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). 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 the Notes 140 hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes, if any, to Administrative Agent for cancellation, and thereupon new Notes shall, if so requested by the assignee and/or upon surrender of the assigning Lenders in accordance with Subsection 2.1ELender's Notes, be issued (at the expense of Company) to the assignee and/or and to the assigning Lender, substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the ---------- --------- case may be, with ---------- --------- appropriate insertions, to reflect the new CommitmentsCommitments and/or outstanding Additional Credit Loans, as the case may be, of the assignee and/or and the assigning Lender.