TO THE RESTRICTIONS OF SECTION 6.05).
DELIVERY OF AN
EXECUTED COUNTERPART OF A SIGNATURE PAGE OF THIS AGREEMENT BY FACSIMILE OR OTHER
ELECTRONIC IMAGING SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED
COUNTERPART OF THIS AGREEMENT.
SECTION 9.04. SUCCESSORS AND ASSIGNS.
(A)
SUBJECT TO SECTION 9.03, WHENEVER IN
THIS AGREEMENT ANY OF THE PARTIES HERETO IS REFERRED TO, SUCH REFERENCE SHALL BE
DEEMED TO INCLUDE THE SUCCESSORS AND ASSIGNS OF SUCH PARTY, AND ALL COVENANTS,
PROMISES AND AGREEMENTS BY OR ON BEHALF OF SSCC, THE BORROWER, THE
ADMINISTRATIVE AGENT OR THE LENDERS THAT ARE CONTAINED IN THIS AGREEMENT SHALL
BIND AND INURE TO THE BENEFIT OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
(B)
EACH LENDER MAY ASSIGN TO ONE OR MORE ASSIGNEES (TREATING ANY APPROVED
FUNDS THAT ARE ADMINISTERED OR MANAGED BY THE SAME PERSON OR AN AFFILIATE OF
SUCH PERSON AS A SINGLE ASSIGNEE) ALL OR A PORTION OF ITS INTERESTS, RIGHTS
AND/OR OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL OR A PORTION OF ITS
COMMITMENTS AND THE LOANS AT THE TIME OWING TO IT); PROVIDED, HOWEVER, THAT
(I) EXCEPT IN THE CASE OF AN ASSIGNMENT TO A
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LENDER, AN AFFILIATE OF THE ASSIGNING LENDER OR AN APPROVED FUND OR THE BORROWER
(IN CONNECTION WITH ACQUISITIONS OR REPURCHASES OF TERM LOANS OR OTHER TERM
LOANS BY THE BORROWER PURSUANT TO PURCHASE OFFERS OR PERMITTED DEBT EXCHANGES
UNDER SECTION 2.23 OR SECTION 2.24), EACH OF THE ADMINISTRATIVE AGENT AND, AT
ANY TIME AFTER THE EARLIER OF (A) THE DATE UPON WHICH THE ADMINISTRATIVE AGENT
REASONABLY DETERMINES THAT THE PRIMARY SYNDICATION OF THE TERM LOANS HAS BEEN
COMPLETED (IT BEING UNDERSTOOD THAT THE ADMINISTRATIVE AGENT WILL PROMPTLY
NOTIFY THE BORROWER OF THE OCCURRENCE OF SUCH DATE) AND (B) 60 DAYS AFTER THE
CLOSING DATE, THE BORROWER MUST GIVE ITS PRIOR WRITTEN CONSENT TO SUCH
ASSIGNMENT (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED),
PROVIDED THAT THE CONSENT OF THE BORROWER SHALL NOT BE REQUIRED IF AN EVENT OF
DEFAULT UNDER PARAGRAPH (B), (C), (G) OR (H) OF ARTICLE VII HAS OCCURRED AND IS
CONTINUING ON THE DATE OF THE ASSIGNMENT AND ACCEPTANCE, (II)
EXCEPT IN THE
CASE OF AN ASSIGNMENT TO A LENDER, AN AFFILIATE OF THE ASSIGNING LENDER OR AN
APPROVED FUND, THE AMOUNT OF THE COMMITMENTS AND 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 $1,000,000 (OR AN AMOUNT EQUAL TO THE REMAINING
BALANCE OF SUCH LENDER'S COMMITMENTS AND LOANS OF THE RELEVANT CLASS) UNLESS
EACH OF THE BORROWER AND THE ADMINISTRATIVE AGENT OTHERWISE CONSENTS, AND
(III) THE PARTIES TO EACH SUCH ASSIGNMENT SHALL EXECUTE AND DELIVER TO THE
ADMINISTRATIVE AGENT AN ASSIGNMENT AND ACCEPTANCE, AND A PROCESSING AND
RECORDATION FEE OF $3,500, EXCEPT AS OTHERWISE AGREED BY THE ADMINISTRATIVE
AGENT; PROVIDED FURTHER THAT, NOTWITHSTANDING THE FOREGOING, THE SALE OR
ASSIGNMENT BY ANY ASSIGNOR (WHICH ACQUIRED AN INTEREST IN THE