Common use of Assignments of Notes Clause in Contracts

Assignments of Notes. 10.1.1. The Lenders shall have the right at any time, to sell, assign, transfer or negotiate all or any part of the Loans and the Notes to one or more Persons, and may grant participations in all or any part of the Notes or the Loans evidenced thereby to one or more Persons, provided in either case that such Person is an Eligible Assignee, and further provided that any such action by the TCW/Crescent Lenders or GTCR Capital shall require the consent of the other party, which shall not be unreasonably withheld. In the case of any sale, assignment, transfer or negotiation of all or part of the Loans and the Notes authorized under this Section 10.1 (but not in the case of a participation), the assignee, transferee or recipient shall have, to the extent of such sale, assignment, transfer or negotiation, the same rights, benefits and obligations as it would if it were a Lender with respect to such Notes or the Loans evidenced thereby. Notwithstanding anything to the contrary in this Section 10.1.1, each TCW/Crescent Lender shall be permitted to pledge the Notes and Warrants held by it to a trustee for the benefit of secured noteholders pursuant to documents relating to the financing of such TCW/Crescent Lender. 10.1.2. The Company shall keep at its principal office a register in which the Company shall provide for the registration of the Notes and for the transfer of the same. Upon surrender for registration of transfer of the Notes at the principal office of the Company, the Company shall, at its expense, promptly execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name(s) of such transferee(s) and, in the case of a transfer in part, a new Notes in the appropriate partial amount registered in the name(s) of such transferor(s). 10.1.3. In connection with any sales, assignments or transfers of the Notes, the transferor shall give notice to the Company and the Lenders of the identity of such parties and obtain agreements from the transferees that all nonpublic information given to such parties pursuant to this Agreement will be held in strict confidence pursuant to a confidentiality agreement reasonably satisfactory to the Company.

Assignments of Notes. 10.1.113.1.1. The Lenders Each Noteholder shall have the right at any time, to sell, assign, transfer or negotiate all or any part of the Loans and the its Notes to one or more Persons, and may grant participations in all or any part of the Notes or the Loans loans evidenced thereby to one or more Persons, provided in either each case that such Person is an Eligible Assignee, and further provided that including without limitation any such action by the TCW/Crescent Lenders limited partner or GTCR Capital shall require the consent of the other party, which shall not be unreasonably withheldinvestor in a Noteholder. 13.1.2. In the case of any sale, assignment, transfer or negotiation of all or part of the Loans and the Notes authorized under this Section 10.1 13.1 (but not in the case of a participation), the assignee, transferee or recipient shall have, to the extent of such sale, assignment, transfer or negotiation, the same rights, benefits and obligations as it would if it were a Lender Noteholder with respect to such Notes Note or the Loans loans evidenced thereby. Notwithstanding anything to ; provided, that each such sale, assignment, transfer or negotiation of the contrary in this Section 10.1.1, each TCW/Crescent Lender Notes shall be permitted to pledge in the minimum principal amount of $1,000,000 or, if less, the then outstanding balance of the Notes and Warrants held by it to a trustee for the benefit of secured noteholders pursuant to documents relating to the financing of Person making such TCW/Crescent Lendersale, assignment, transfer or negotiation. 10.1.213.1.3. The Company shall keep at its principal office a register in which the Company shall provide for the registration of the Notes and for the transfer of the same. Upon surrender for registration of transfer of the any such Notes at the principal office of the Company, the Company shall, at its expense, promptly execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name(s) name of such transferee(s) transferee or transferees and, in the case of a transfer in part, a new Notes Note in the appropriate partial amount registered in the name(s) names of such transferor(s)transferor. 10.1.313.1.4. In connection with any sales, assignments or transfers of the Notesany Note, the transferor shall give notice to the Company Company, the other Noteholders and the Lenders Administrative Agent of the identity of such parties and obtain agreements from the such transferees that all nonpublic information given to such parties pursuant to transferees will comply with the terms of this Agreement will be held and give the representations and warranties set forth in strict confidence pursuant to a confidentiality agreement reasonably satisfactory Sections 4.1 through 4.3 and, if and to the Companyextent applicable, Section 4.4. 13.1.5. Each Noteholder agrees that before disposing of the Note held by it, or any part thereof (other than by granting participations therein), such Noteholder will make a notation thereon of all principal payments previously made thereon and of the date to which interest thereon has been paid and will notify the Company and the Administrative Agent of the name and address of the transferee of that Note; provided, that the failure to make (or any error in the making of) a notation of the payments made under such Note or to notify the Company of the name and address of a transferee shall not limit or otherwise affect the obligation of the Company hereunder or under such Note.

Assignments of Notes. 10.1.1. The Lenders shall have the right at any time, to sell, assign, transfer or negotiate all or any part of the Loans and the Notes to one or more Persons, and may grant participations in all or any part of the Notes or the Loans evidenced thereby to one or more Persons, provided in either case that -------- such Person is an Eligible Assignee, and further provided that any such action ---------------- by the TCW/Crescent Lenders or GTCR Capital shall require the consent of the other party, which shall not be unreasonably withheld. In the case of any sale, assignment, transfer or negotiation of all or part of the Loans and the Notes authorized under this Section 10.1 (but not in the case of a participation), the ------------ assignee, transferee or recipient shall have, to the extent of such sale, assignment, transfer or negotiation, the same rights, benefits and obligations as it would if it were a Lender with respect to such Notes or the Loans evidenced thereby. Notwithstanding anything to the contrary in this Section 10.1.1, ------- 10.1.1 each TCW/Crescent Lender shall be permitted to pledge the Notes and ------ Warrants held by it to a trustee for the benefit of secured noteholders pursuant to documents relating to the financing of such TCW/Crescent Lender. 10.1.2. The Company shall keep at its principal office a register in which the Company shall provide for the registration of the Notes and for the transfer of the same. Upon surrender for registration of transfer of the Notes at the principal office of the Company, the Company shall, at its expense, promptly execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name(s) of such transferee(s) and, in the case of a transfer in part, a new Notes in the appropriate partial amount registered in the name(s) of such transferor(s). 10.1.3. In connection with any sales, assignments or transfers of the Notes, the transferor shall give notice to the Company and the Lenders of the identity of such parties and obtain agreements from the transferees that all nonpublic information given to such parties pursuant to this Agreement will be held in strict confidence pursuant to a confidentiality agreement reasonably satisfactory to the Company.

Assignments of Notes. 10.1.112.1.1. The Lenders shall have the right at any time, to sell, assign, transfer or negotiate all or any part of the Loans and the its Notes to one or more Persons, and may grant participations in all or any part of the Notes or the Loans loans evidenced thereby to one or more Persons; provided, provided in either case however, that no such Person assignment or sale of participations may be made if the effect of such assignment is an Eligible Assignee, and further provided that any such action by to subject the TCW/Crescent Lenders Company to tax withholding or GTCR Capital shall require the consent of the other party, which shall not be unreasonably withheldpayment obligations pursuant to Section 3.6 hereof. In the case of any sale, assignment, transfer or negotiation of all or part of the Loans and the Notes authorized under this Section 10.1 12.1 (but not in the case of a participation), the assignee, transferee or recipient shall have, to the extent of such sale, assignment, transfer or negotiation, the same rights, benefits and obligations as it would if it were a Lender with respect to such Notes Note or the Loans loans evidenced thereby. Notwithstanding anything to the contrary in this Section 10.1.1, each TCW/Crescent Lender shall be permitted to pledge the Notes and Warrants held by it to a trustee for the benefit of secured noteholders pursuant to documents relating to the financing of such TCW/Crescent Lender. 10.1.212.1.2. The Company shall keep at its principal office a register in which the Company shall provide for the registration of the Notes and for the transfer of the same. Upon surrender for registration of transfer of the any such Notes at the principal office of the Company, the Company shall, at its expense, promptly execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name(s) 19- name of such transferee(s) transferee or transferees and, in the case of a transfer in part, a new Notes Note in the appropriate partial amount registered in the name(s) names of such transferor(s)transferor. 10.1.312.1.3. In connection with any sales, assignments or transfers of the Notesany Note, the transferor shall give notice to the Company and the Lenders Agent of the identity of such parties and obtain agreements from the transferees that all nonpublic information given to such parties pursuant to this Agreement will be held in strict confidence pursuant to a confidentiality agreement reasonably satisfactory to the Company. 12.1.4. While the Notes are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Company will, during any period in which it is not subject to Section 13 or 15(d) of the Exchange Act, make available to the Lenders in connection with any sale thereof and, subject to the provisions of Section 15(d) of the Exchange Act, any prospective purchaser of Notes in each case as soon as is reasonably practicable upon written request of such holder, the information specified in, and meeting the requirements of Rule 144A under the Securities Act.

Assignments of Notes. 10.1.19.1.1. The Lenders Subject to the terms and conditions of the Senior Loan Documents, the Lender shall have the right at any time, to sell, assign, transfer or negotiate all or any part of the Loans Loan and the Notes Note to one or more PersonsPersons (each a "Holder") (provided that, so long as no Default or Event of ------ Default has occurred and is continuing, the Company's consent to such sale, assignment, transfer or negotiation shall be required, such consent not to be unreasonably withheld or delayed), and may grant participations in all or any part of the Notes Note or the Loans Loan evidenced thereby to one or more Persons, provided in either case that such Person is an Eligible Assignee, and further provided that any such action by the TCW/Crescent Lenders or GTCR Capital shall require the consent of the other party, which shall not be unreasonably withheld. In the case of any sale, assignment, transfer or negotiation of all or part of the Loans and the Notes Note authorized under this Section 10.1 9.1.1 (but not in the case of a participation), ------------- the assignee, transferee or recipient shall have, to the extent of such sale, assignment, transfer or negotiation, the same rights, benefits and obligations as it would if it were a Lender with respect to such Notes Note or the Loans Loan evidenced thereby. Notwithstanding anything to the contrary in this Section 10.1.1, each TCW/Crescent Lender shall be permitted to pledge the Notes and Warrants held by it to a trustee for the benefit of secured noteholders pursuant to documents relating to the financing of such TCW/Crescent Lender. 10.1.29.1.2. The Company shall keep at its principal office a register in which the Company shall provide for the registration of the Notes Note and for the transfer of the same. Upon surrender for registration of transfer of the Notes any Note at the principal office of the Company, the Company shall, at its expense, promptly execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name(s) of such transferee(s) and, in the case of a transfer in part, a new Notes Note in the appropriate partial amount registered in the name(s) of such transferor(s). 10.1.39.1.3. In connection with any sales, assignments or transfers of the Notesany Note, the transferor shall give notice to the Company and the Lenders Lender of the identity of such parties and obtain agreements from the transferees that all nonpublic information given to such parties pursuant to this Agreement will be held in strict confidence pursuant to a confidentiality agreement reasonably satisfactory to the Company.