Common use of Certain Conditions to Assignments Clause in Contracts

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII 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; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s CommitmentCommitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 5,000,000, unless each of the Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII 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;, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans, (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; , and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender Bank or an Affiliate of a Lender Bank or an assignment of the entire remaining amount of the assigning LenderBank’s CommitmentCommitment or Loans of any Class or Type, the amount of the Commitment or Loans of the assigning Lender Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 15,000,000 unless each of the Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default under clauses clause (a), (b), (g), (hf) or (ig) of Article VII Section 9 hereof has occurred and is continuing; (B) each partial assignment of any Class or Type of Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning LenderBank’s rights and obligations under this AgreementAgreement in respect of such Class or Type of Commitments and Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not already be a LenderBank, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s CommitmentCommitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Company Borrower shall be required if an Event of Default under clauses clause (a), (b), (g), (h) or (i) of Article VII has occurred and is continuing; (B) each partial assignment of any Commitment or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementAgreement in respect of such Commitment and Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s CommitmentCommitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 5,000,000, unless each of the Company and the Administrative Agent otherwise consent, ; provided that no such consent of the Company shall be required if an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII 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; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Company and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s CommitmentCommitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Company Borrower shall be required if an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII 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; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment, Commitment or Loans the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the applicable Administrative Agent) shall not be less than $5,000,000 10,000,000 unless each of the Company Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Company Borrower shall be required if an a Default or Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII has occurred and is continuing; (B) each partial assignment of any Commitments and Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementAgreement in respect of such Commitments and Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of $3,5003,500 (for which the Borrower shall not be obligated and provided that only one such fee shall be payable in the event of simultaneous assignments to or from one or more affiliated Approved Funds); and (D) the assignee, if it shall not already be a Lender, shall be an Eligible Assignee and shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment's Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Company Borrower shall be required if an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII 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 's rights and obligations under this Agreement; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative QuestionnaireQuestionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee's compliance procedures and applicable laws, including Federal and state securities laws.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s CommitmentLoans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 (or, if less, the aggregate principal amount of such assigning Lender’s Loans) unless each of the Company Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Company Borrower shall be required if an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII 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; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assigneeAssignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s CommitmentCommitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 1,000,000, unless each of the Company Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Company Borrower shall be required if an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII 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;, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans, (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; , and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s CommitmentLoans of a Class, the amount of the Commitment or Loans of such Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 U.S.$1,000,000 unless each of the Company Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Company Borrower shall be required if an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII has occurred and is continuing; (B) each partial assignment of any Class of Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementAgreement in respect of such Class of Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of $3,5003,500 (for which the Borrower and the Guarantors shall not be obligated); and (D) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment's Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 5,000,000, unless each of the Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII 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 's rights and obligations under this Agreement;, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender's rights and obligations in respect of one Class of Commitments or Loans, (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; , and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $€5,000,000 unless each of the Company Borrower (and, prior to the Merger, NYSE Group) and the Administrative Agent otherwise consent, provided that no such consent of the Company Borrower or NYSE Group shall be required if an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII Section 7.01 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; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject --------------------------------- to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment's Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company Borrowers and the Administrative Agent otherwise consent, provided that no such consent of the Company Borrowers shall be required if an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII 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 's rights and obligations under this Agreement;, (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; , and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.. Credit Agreement ---------------- -70-

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or Bank, an Affiliate of a Lender Bank or an Approved Fund or an assignment of the entire remaining amount of the assigning LenderBank’s CommitmentCommitment or Loans of either Type, the amount of the Commitment or Loans of the assigning Lender Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default under clauses clause (a), (b), (g), (hf) or (ig) of Article VII Section 9 hereof has occurred and is continuing; (B) prior to the Effective Date, no Bank shall be permitted to assign all or part of its Commitments without the prior written consent (such consent not to be unreasonably withheld or delayed) of the Company; (C) each partial assignment of either Type of Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning LenderBank’s rights and obligations under this AgreementAgreement in respect of such Type of Commitments and Loans; (CD) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (DE) the assignee, if it shall not already be a LenderBank, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s CommitmentCommitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 1,000,000, unless each of the Company Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Company Borrower shall be required if an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII 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;, (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; , and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Revolving Credit Commitment, Revolving Credit Loans, Swingline Exposure or Swingline Loans, the amount of the Commitment Revolving Credit Commitment, Revolving Credit Loans, Swingline Exposure or Loans Swingline Loans, of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Company Borrower shall be required if an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII 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; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAcceptance, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment's Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Mezzanine Agent) shall not be less than $5,000,000 unless each of the Company Borrower and the Administrative Mezzanine Agent otherwise consent, provided PROVIDED that no such consent of the Company Borrower shall be required if an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII 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 's rights and obligations under this Agreement; (C) the parties to each assignment shall execute and deliver to the Administrative Mezzanine Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and; (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Mezzanine Agent an Administrative Questionnaire; and (E) the assignee shall satisfy the Lender Rating Criteria or the alternative requirements of Section 2.17 on the date of such assignment.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment's Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Senior Agent) shall not be less than $5,000,000 unless each of the Company Borrower and the Administrative Senior Agent otherwise consent, provided PROVIDED that no such consent of the Company Borrower shall be required if an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII 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 's rights and obligations under this Agreement; (C) the parties to each assignment shall execute and deliver to the Administrative Senior Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and; (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Senior Agent an Administrative Questionnaire; and (E) the assignee shall satisfy the Lender Rating Criteria or the alternative requirements of Section 2.17 on the date of such assignment.

Certain Conditions to Assignments. Assignments by the Banks shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender Bank or an Affiliate of a Lender Bank or an assignment of the entire remaining amount of the assigning LenderBank’s CommitmentRevolving Loan Line Portion or Loans, the amount of the Commitment Revolving Loan Line Portion or Loans of the assigning Lender Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default under clauses exists or a demand by the Required Banks for payment of and Cash Collateral (a), (b), (g), (hif applicable) or (i) of Article VII for any Loan Obligations has occurred and is continuingbeen made; (B) each partial assignment of any Revolving Loan Line Portion or Loans shall be made as an assignment of a proportionate part of all the assigning LenderBank’s rights and obligations under this AgreementAgreement in respect of such Revolving Loan Line Portion and Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit E hereto, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not already be a LenderBank, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments by the Banks shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender Bank or an Affiliate of a Lender Bank or an assignment of the entire remaining amount of the assigning Lender’s CommitmentBank's Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII has occurred and is continuingexists; (B) each partial assignment of any Commitment or Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s Bank's rights and obligations under this AgreementAgreement in respect of such Commitment and Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not already be a LenderBank, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s CommitmentCommitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Company Borrower shall be required if an Event of Default under clauses clause (a), (b), (g), (h) or (i) of Article VII has occurred and is continuing; (B) each partial assignment of any Commitment or Class of Loans shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementAgreement in respect of such Commitment and Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit A hereto, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not already be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender Bank or an Affiliate of a Lender Bank or an assignment of the entire remaining amount of the assigning LenderBank’s CommitmentCommitment or Loans of any Class or Type, the amount of the Commitment or Loans of the assigning Lender Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 10,000,000 unless each of the Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default under clauses clause (a), (b), (g), (hf) or (ig) of Article VII Section 9 hereof has occurred and is continuing; (B) each partial assignment of any Class or Type of Commitments or Loans shall be made as an assignment of a proportionate part of all the assigning LenderBank’s rights and obligations under this AgreementAgreement in respect of such Class or Type of Commitments and Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not already be a LenderBank, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: : (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s CommitmentCommitment or Loans and LC Exposure of a Class, the amount of the Commitment or Loans and LC Exposure of a Class of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 1,000,000 unless each of the Company Borrower and the Administrative Agent otherwise consent, ; provided that no such consent of the Company Borrower shall be required if a Default or an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII has occurred and is continuing; ; (B) each partial assignment of Commitments or Loans and LC Exposure of a Class shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this AgreementAgreement in respect of such Class of Commitments and Loans and LC Exposure; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an assignment of the entire remaining amount of the assigning Lender’s CommitmentCommitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 5,000,000, unless each of the Company Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Company Borrower shall be required if an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII 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;, (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; , and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments by the Banks shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender Bank or an Affiliate of a Lender Bank or an assignment of the entire remaining amount of the assigning LenderBank’s CommitmentCommitment or Loans, the amount of the Commitment or Loans of the assigning Lender Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company and the Administrative Agent otherwise consent, provided that no such consent of the Company shall be required if an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII has occurred and is continuingexists; (B) each partial assignment of any Commitment or Loans shall be made as an assignment of a proportionate part of all the assigning LenderBank’s rights and obligations under this AgreementAgreement in respect of such Commitment and Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and AssumptionAssumption in substantially the form of Exhibit E hereto, together with a processing and recordation fee of $3,500; and (D) the assignee, if it shall not already be a LenderBank, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the --------------------------------- following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment's Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company Borrowers and the Administrative Agent otherwise consent, provided -------- that no such consent of the Company Borrowers shall be required if an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII 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 's rights and obligations under this Agreement;, (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; , and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Lender or an Affiliate (or Approved Fund) of a Lender or an assignment of the entire remaining amount of the assigning LenderXxxxxx’s CommitmentCommitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 5,000,000, unless each of the Company Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Company Borrower shall be required if an Event of Default under clauses (a), (b), (g), (h) or (i) of Article VII has occurred and is continuing;, (B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning LenderXxxxxx’s rights and obligations under this Agreement;, (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; , and (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.