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, (iii) the parties to each such assignment shall execute and deliver to the Payment and Disbursement Agent, for its acceptance (in accordance with Section 15.1(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, 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 Payment and Disbursement 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 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 rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 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 Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(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, 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 Payment and Disbursement 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 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 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) hereto and (C) if requested by the 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 Loans. (c) THE REGISTERLoans upon the cancellation or amendment of the original thereby being replaced. The Payment If after the occurrence and Disbursement continuance of an Event of Default the Administrative Agent does not hold any portion of the Loan, such Administrative Agent shall maintain offer to resign as Administrative Agent hereunder. Notwithstanding anything herein to the contrary, in the event that the Administrative Agent shall at its address referred to in SECTION 15.8 any time hold 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, the Revolving Credit Commitment of, and the principal amount less than $25,000,000 (other than as a result of the Loans under pro-rata reductions in the Revolving Credit Commitments 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 entries in SECTION 3.1), then such Administrative Agent shall promptly provide 87 written notice thereof to the Register shall be conclusive and binding for all purposes, absent manifest error, Lenders and the Borrower and each Requisite Lenders shall have the right, to be exercised within fifteen (15) days of its Subsidiariesdelivery of such notice by such Administrative Agent, the Payment and Disbursement to elect to remove such Administrative Agent as Administrative Agent and replace such Administrative Agent, subject to the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes terms of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticeSECTION 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 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 Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(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, 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 Payment and Disbursement 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 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 rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(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, none of the foregoing restrictions on assignments shall apply. 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 15.1(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 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 Payment and Disbursement 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 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) 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. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 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, and (iii) the parties to each such assignment shall execute and deliver to the Payment and Disbursement Agent, for its acceptance (in accordance with Section 15.1(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, 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 Payment and Disbursement 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 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 rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto) ), and (C) upon the Borrower written request of the assignee thereunder, the Borrowers shall execute and deliver to the such assignee thereunder a Note evidencing its obligations to such assignee and the adjusted obligations to such assignor with respect to the assigned Loans. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 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 (iv) the parties to each such assignment shall execute and deliver to the Payment and Disbursement Agent, for its acceptance (in accordance with Section 15.1(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, 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 Payment and Disbursement 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 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 rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto) ), and (C) the 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. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 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 (iv) the parties to each such assignment shall execute and deliver to the Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(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, none of the foregoing restrictions on assignments shall apply, provided, however, that while 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 applicable Lender shall give the Borrower five (5) days written notice by telecopy of its intention to assign any or all of its interest in this Agreement. 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 Payment and Disbursement 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 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 rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto, except as otherwise provided in Section 14.9) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 (iv) the parties to each such assignment shall execute and deliver to the Payment Administrative Agent an Assignment and Disbursement AgentAcceptance, and, if such Eligible Assignee is not then a Lender, an Administrative Questionnaire, for its acceptance (in accordance with Section 15.1(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, 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 Payment Administrative Agent and Disbursement AgentNMHG, (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 151 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) and (C) the Borrower ). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall execute and deliver to the assignee thereunder be treated for purposes of this Agreement as a Note evidencing its obligations to such assignee with respect to the Loans. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 a copy of each Assignment and Acceptance delivered to and accepted sale by it and a register (the "REGISTER") for the recordation of the names and addresses of the Lenders, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 a participation in such rights and Acceptanceobligations in accordance with paragraph (h) of this Section 14.01. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as Any assignment by a Lender hereunder for all purposes (including any assignment of this Agreementa 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 the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht). The Register shall No assignment may be available for inspection by the Borrower made to any Defaulting Lender or Potential Defaulting Lender or any of their respective subsidiaries, or any Person who, upon becoming a Lender at hereunder, would constitute any reasonable time and from time to time upon reasonable prior noticeof the foregoing Persons described in this clause.

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 in a minimum principal amount of a constant, and not a varying, ratable percentage of all $2,500,000 or the remaining portion of the assigning Lender's rights and obligations under this Agreement andhereunder, if less (provided, however, such minimum shall not apply in the case of a partial assignment, shall be in a minimum principal amount of $15,000,000any 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 Term Facility (except as otherwise agreed to by the Administrative Agents), and (iv) the parties to each such assignment shall execute and deliver to the Payment and Disbursement Funding Agent, for its acceptance (in accordance with Section 15.1(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, 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 Payment and Disbursement 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 151 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) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans). (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 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 Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(d)) and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of Three Thousand Five Hundred Dollars (iv) each Arranger shall maintain a minimum Revolving Credit Commitment in an amount greater than the Revolving Credit Commitment $3500); provided, however, any Lender may assign any or all of its rights and obligations under this Agreement to any other Lender (other than the other Arrangers) of its Affiliates without notice to or an amount sufficient to maintain such Arranger's Pro Rata Share as consent of the Closing Date, whichever is less, Borrower or the Administrative Agent 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 without being subject 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, none of the foregoing restrictions on assignments shall applyconditions. 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 accepted by the Payment Administrative Agent (which effective date shall not be any earlier than the date on which the Administrative Agent so accepts and Disbursement Agentrecords 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 151 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) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans). (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(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, 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 Payment and Disbursement 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 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) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 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 Payment and Disbursement DIP Administrative Agent, for its acceptance (in accordance with Section 15.1(d)) and recording in the Register, of an Assignment and Acceptance, together with a processing and recordation fee of Three Thousand Five Hundred Dollars (iv$3,500) each Arranger (provided that no fee shall maintain a minimum Revolving Credit Commitment be payable in the case of an amount greater than the Revolving Credit Commitment assignment to another DIP Lender, an Affiliate of any other 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 other Arrangers) or DIP Administrative Agent and the execution and delivery to the DIP Administrative Agent, for its acceptance and recording in the Register, of an amount sufficient Assignment and Acceptance. For purposes of this Section 12.01, an "Approved Fund" shall mean, with respect to maintain such Arranger's Pro Rata Share as of the Closing Dateany DIP Lender that is a fund that invests in bank loans, 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 fund that invests in bank loans which is managed or advised by the same investment advisor as such DIP Lender (other than the other Co-Agents and the Arrangers) or by an amount sufficient to maintain Affiliate of 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, none of the foregoing restrictions on assignments shall applyinvestment advisor. 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 accepted by the Payment and Disbursement DIP Administrative Agent, (Ax) the assignment specified in such Assignment and Acceptance shall be effective, (y) 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 151 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 rights and obligations under this Agreement, the assigning DIP Lender shall cease to be a party hereto) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans). (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 (v) the parties to each such assignment shall execute and deliver to the Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(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, 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 Payment and Disbursement 101 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 151 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) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans). (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 (Y) 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 Payment Administrative Agent an Assignment and Disbursement AgentAcceptance, and, if such Eligible Assignee is not then a Lender, an Administrative Questionnaire, for its acceptance (in accordance with Section 15.1(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, 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 Payment Administrative Agent and Disbursement AgentBorrower, (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 151 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) and (C) the Borrower shall execute and deliver to the assignee thereunder ). Any assignment or transfer by a Note evidencing its Lender of rights or obligations to such assignee under this Agreement that does not comply with respect to the Loans. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register this paragraph shall be conclusive and binding treated for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection Agreement as a sale by the Borrower or any such Lender at any reasonable time of a participation in such rights and from time to time upon reasonable prior noticeobligations in accordance with paragraph (g) of this Section 14.01.

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 (iv) the parties to each such assignment shall execute and deliver to the Payment Administrative Agent an Assignment and Disbursement AgentAcceptance, and, if such Eligible Assignee is not then a Lender, an Administrative Questionnaire, for its acceptance (in accordance with Section 15.1(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, 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 Payment Administrative Agent and Disbursement AgentNMHG, (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 151 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) and (C) the Borrower ). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall execute and deliver to the assignee thereunder be treated for purposes of this Agreement as a Note evidencing its obligations to such assignee with respect to the Loans. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 a copy of each Assignment and Acceptance delivered to and accepted sale by it and a register (the "REGISTER") for the recordation of the names and addresses of the Lenders, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 a participation in such rights and Acceptanceobligations in accordance with paragraph (h) of this Section 14.01. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as Any assignment by a Lender hereunder for all purposes (including any assignment of this Agreement. The Register a Commitment) shall be available for inspection by 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 the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticeDutch Financial Markets Supervision Act (Wet op het financieel toezicht).

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 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 Payment and Disbursement Agent, for its acceptance (in accordance with Section 15.1(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, 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 Payment and Disbursement 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 151 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 rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto) and (C) the each Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans. (c) THE REGISTERLoans and, if applicable, a new Note to the Assignor evidencing its remaining obligations to the Assignor. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register (Notwithstanding the "REGISTER") for the recordation of the names and addresses of the Lendersforegoing, the Agent hereunder shall be required to maintain a minimum Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticeleast $20,000,000.

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 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, (iii) the parties to each such assignment shall execute and deliver to the Payment and Disbursement Agent, for its acceptance (in accordance with Section 15.1(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 124 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, 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 Payment and Disbursement 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 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 rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 $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 Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(d)) and recording in the Register, an Assignment and Acceptance, (iv) each Arranger shall maintain together with a minimum Revolving Credit Commitment in an amount greater than the Revolving Credit Commitment processing and recordation fee of $3,500; provided, however, any other Lender (other than the other Arrangers) may assign any or an amount sufficient all of its rights and obligations under this Agreement to maintain any of its Affiliates or to any Approved Fund of such Arranger's Pro Rata Share as Lender without notice to or consent of the Closing Date, whichever is less, Borrower or the Administrative Agent 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 without being subject 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, none of the foregoing restrictions on assignments shall applyconditions. 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 accepted by the Payment Administrative Agent (which effective date shall not be any earlier than the date on which the Administrative Agent so accepts and Disbursement Agentrecords 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 151 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) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans). (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 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 Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(d)) and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of Three Thousand Dollars (iv) each Arranger shall maintain a minimum Revolving Credit Commitment in an amount greater than the Revolving Credit Commitment $3,000); 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 any other Lender Borrower or the Administrative Agent and without being subject to the foregoing conditions (other than including the other Arrangers) or an amount sufficient to maintain such Arranger's Pro Rata Share as payment of the Closing Date, whichever is less, processing 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, none of the foregoing restrictions on assignments shall applyrecordation fee). 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 accepted by the Payment Administrative Agent (which effective date shall not be any earlier than the date on which the Administrative Agent so accepts and Disbursement Agentrecords 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 151 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) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans). (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(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, 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 Payment and Disbursement 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 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) 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. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 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 Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(d)) and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of Three Thousand Five Hundred Dollars (iv) each Arranger shall maintain a minimum Revolving Credit Commitment in an amount greater than the Revolving Credit Commitment $3500); provided, however, any Lender may assign any or all of its rights and obligations under this Agreement to any other Lender (other than the other Arrangers) of its Affiliates without notice to or an amount sufficient to maintain such Arranger's Pro Rata Share as consent of the Closing Date, whichever is less, Borrower or the Administrative Agent 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 without being subject 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, none of the foregoing restrictions on assignments shall applyconditions. 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 accepted by the Payment Administrative Agent (which effective date shall not be any earlier than the date on which the Administrative Agent so accepts and Disbursement Agentrecords 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 151 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) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans). (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 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 (B) 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 Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(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, 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 Payment and Disbursement 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 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 (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 rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto, except as otherwise provided in Section 14.9) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 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 (iv) the parties to each such assignment shall execute and deliver to the Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(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 a Potential Event of Default or Event of Default, none of the foregoing restrictions on assignments shall apply, provided, however, that while 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 applicable Lender shall give the Borrower five (5) days' written notice by telecopy of its intention to assign any or all of its interest in this Agreement. 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 Payment and Disbursement 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 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 rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 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 $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) 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, and (v) the parties to each such assignment shall execute and deliver to the Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(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, 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 Payment and Disbursement 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 151 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 -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 Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans). (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 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 (iv) the parties to each such assignment shall execute and deliver to the Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(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, none of the foregoing restrictions on assignments shall apply, provided, however, that while 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 applicable Lender shall give the Borrower five (5) days written notice by telecopy of its intention to assign any or all of its interest in this Agreement. 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 Payment and Disbursement 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 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 (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 119 rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto, except as otherwise provided in Section 14.9) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 $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 Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(d)) and recording in the Register, an Assignment and Acceptance, (iv) each Arranger shall maintain together with a minimum Revolving Credit Commitment in an amount greater than the Revolving Credit Commitment processing and recordation fee of $5,000; provided, however, any other Lender (other than the other Arrangers) may assign any or an amount sufficient all of its rights and obligations under this Agreement to maintain such Arranger's Pro Rata Share as any of its Affiliates without notice to or consent of the Closing Date, whichever is less, Borrower or the Administrative Agent and without being subject to the foregoing conditions (v) each Co-Agent shall maintain a minimum Revolving Credit Commitment in an amount greater than including 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 payment of the Closing Date, whichever is less. Upon the occurrence processing and continuance of an Event of Default, none of the foregoing restrictions on assignments shall applyrecordation fee). 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 accepted by the Payment Administrative Agent (which effective date shall not be any earlier than the date on which the Administrative Agent so accepts and Disbursement Agentrecords 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 151 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) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans). (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 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 Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(d)) and recording in the Register, an Assignment and Acceptance, together with a processing and recordation fee of Three Thousand Dollars (iv) each Arranger shall maintain a minimum Revolving Credit Commitment in an amount greater than the Revolving Credit Commitment $3,000); 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 any other Lender (other than Borrower or the other Arrangers) or an amount sufficient Administrative Agent and without being subject 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, none of the foregoing restrictions on assignments shall applyconditions. 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 accepted by the Payment Administrative Agent (which effective date shall not be any earlier than the date on which the Administrative Agent so accepts and Disbursement Agentrecords 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 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 151 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) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans). (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Limitations on Assignments. For so long as (i) Subject to the conditions set forth in paragraph (b)(ii) and (b)(iii) below, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A) the Borrower, provided that, the Borrower shall be deemed to have consented to an assignment unless it shall have objected thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; provided further that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, each any other assignee; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for the assignment of all or any portion of a Loan to a Lender, an Affiliate of a Lender or an Approved Fund and (ii) Assignments shall be subject to the following additional conditions: : (iA) each except in the case of an assignment shall be to a Lender or an Affiliate of a constant, and not a varying, ratable percentage Lender or an assignment of all the entire remaining amount of the assigning Lender's ’s Loans, the amount of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $15,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (B) each partial assignment shall be made as an assignment of a proportionate part of all 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, Agreement; (ii) each such assignment shall be to an Eligible Assignee, (iiiC) the parties to each such assignment shall execute and deliver to the Payment and Disbursement Agent, for its acceptance (in accordance with Section 15.1(d)) and recording in the Register, Administrative Agent an Assignment and Acceptance, together with the fee described in Section 14.1(d) below; and (ivD) each Arranger the assignee, if it shall maintain not be a minimum Revolving Credit Commitment Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in an amount greater than which the Revolving Credit Commitment of any other Lender assignee designates one or more credit contacts to whom all syndicate-level information (other than which may contain material non-public information about the other ArrangersCompany, the Borrower and their related parties or their respective securities) or an amount sufficient to maintain will be made available and who may receive such Arranger's Pro Rata Share as of information in accordance with the Closing Dateassignee’s compliance procedures and applicable laws, whichever is less, including Federal and state securities laws. (viii) 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, none of the foregoing restrictions on assignments shall apply. Upon such execution, delivery, acceptance (in accordance with Section 15.1(d14.1(d)) and recording in the Register, from and after the effective date specified in each Assignment and Acceptance and agreed to by the Payment and Disbursement 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 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 heretohereto except that its rights under Section 14.3 shall survive) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 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 $15,000,0004,000,000, (ii) each such assignment shall be to an Eligible Assignee, and (iii) the parties to each such assignment shall execute and deliver to the Payment and Disbursement Agent, for its acceptance (in accordance with Section 15.1(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, 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 Payment and Disbursement 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 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 rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto) ), and (C) upon the Borrower written request of the assignee thereunder, the Borrowers shall execute and deliver to the such assignee thereunder a Note evidencing its obligations to such assignee and the adjusted obligations to such assignor with respect to the assigned Loans. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 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 Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(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 If after the occurrence and continuance of an Event of Default, none Default the Administrative Agent does not hold any portion of the foregoing restrictions on assignments Loan, such Administrative Agent shall applyoffer to resign as Administrative Agent hereunder. 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 Payment and Disbursement Administrative Agent, (Aa) 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 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 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) hereto and (C) 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 Loans. (c) THE REGISTERLoans upon the cancellation or amendment of the original thereby being replaced. The Payment and Disbursement Notwithstanding anything herein to the contrary, in the event that the Administrative Agent shall maintain at its address referred to in SECTION 15.8 any time hold 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, the Revolving Credit Commitment ofless than $25,000,000, then such Administrative Agent shall promptly provide written notice thereof to the Lenders and the principal amount Requisite Lenders shall have the right, to be exercised within fifteen (15) days of the Loans under the Revolving Credit Commitments owing todelivery of such notice by such Administrative Agent, each Lender from time to time and whether elect to remove such Lender is an original Lender or the assignee of another Lender pursuant to an Assignment and Acceptance. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Administrative Agent as Administrative Agent and replace such Administrative Agent, subject to the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes terms of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.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 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 Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(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, 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 Payment and Disbursement Administrative Agent, (A) the assignee thereunder shall, in addition to any 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 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 rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 $15,000,0005,000,000 (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, (iv) the parties to each such assignment shall execute and deliver to the Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(d)) and recording in the Register, an Assignment and Acceptance, and (ivv) each Arranger 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, 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 lessLender. Upon the occurrence and continuance of an Event of Default, none of the foregoing restrictions on assignments shall apply, provided, however, that while 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 applicable Lender shall give the Borrower five (5) days' written notice by telecopy of its intention to assign any or all of its interest in this Agreement. 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 Payment and Disbursement 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 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 rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 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, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

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 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 Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(d)) and recording in the Register, an Assignment and Acceptance, and (iv) each Arranger Lender which maintains any Loans shall maintain a minimum Revolving Credit Commitment in an amount greater than the Revolving Credit Commitment Loans 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 Dateat least $5,000,000; provided, whichever is lesshowever, 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 Datethat, whichever is less. Upon following the occurrence and continuance during the continuation of an Event of DefaultDefault hereunder, none of the foregoing restrictions on assignments shall apply, and, notwithstanding any subsequent cure or elimination of such Event of Default, neither the assignee nor the assignor in any assignment made during the continuance of such Event of Default shall thereafter be required to cause such assignment or any condition or state of affairs resulting therefrom to satisfy the foregoing requirements. 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 Payment and Disbursement 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 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 rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto) and (C) if requested by the 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 Loans. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register (Loans upon the "REGISTER") for the recordation cancellation or amendment of the names and addresses of the Lenders, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticethereby 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 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 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 Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(d)) and recording in the Register, an Assignment and Acceptance, and (iv) each Arranger shall Lender shall, unless assigning all of its Loans, maintain a minimum Revolving Credit Commitment in an amount greater than the Revolving Credit Commitment outstanding Loans 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 Dateat least $5,000,000 and provided however that, 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 following the occurrence and continuance during the continuation of an Event of DefaultDefault hereunder, none of the foregoing restrictions on assignments shall apply, and, notwithstanding any subsequent cure or elimination of such Event of Default, neither the assignee nor the assignor in any assignment made during the continuance of such Event of Default shall thereafter be required to cause such assignment or any condition or state of affairs resulting therefrom to satisfy the foregoing requirements. 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 Payment and Disbursement 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 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 rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register (Loans upon the "REGISTER") for the recordation cancellation or amendment of the names and addresses of the Lenders, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticethereby 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 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 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 Payment and Disbursement Administrative Agent, for its acceptance (in accordance with Section 15.1(d)) and recording in the Register, an Assignment and Acceptance, and (iv) each Arranger Lender shall maintain a minimum Revolving Credit Commitment in an amount greater than the Revolving Credit Commitment of any other at least $7,500,000; and such Lender (other 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 Arrangersrequirements hereof, all without regard to the requirement as to dollar amount of the foregoing clause (i) or an amount sufficient to maintain such Arranger's Pro Rata Share as of the Closing Dateclause (iv); provided that, 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 following the occurrence and continuance during the ------------- continuation of an Event of DefaultDefault hereunder, none of the foregoing restrictions on assignments shall apply, and, notwithstanding any subsequent cure or elimination of such Event of Default, neither the assignee nor the assignor in any assignment made during the continuance of such Event of Default shall thereafter be required to cause such assignment or any condition or state of affairs resulting therefrom to satisfy the foregoing requirements. 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 Payment and Disbursement 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 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 rights and obligations under this Agreement, the assigning Lender shall cease to be a party hereto) and (C) the Borrower shall execute and deliver to the assignee thereunder a Note evidencing its obligations to such assignee with respect to the Loans. (c) THE REGISTER. The Payment and Disbursement Agent shall maintain at its address referred to in SECTION 15.8 a copy of each Assignment and Acceptance delivered to and accepted by it and a register (Loans upon the "REGISTER") for the recordation cancellation or amendment of the names and addresses of the Lenders, the Revolving Credit Commitment of, and the principal amount of the Loans under the Revolving Credit Commitments 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 entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower and each of its Subsidiaries, the Payment and Disbursement Agent and the other Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior noticethereby being replaced.