Common use of Conditions to Assignment by Banks Clause in Contracts

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assigned, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form of Exhibit J hereto, together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless a -------- Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each if such assignment is to an Eligible Assignee which is not an existing bank, then such assignment shall be either such Bank's entire interest or be in an amount that is $2,500,000 or a multiple of a constant$1,000,000 in excess thereof, and not a varying, percentage of all of the assigning Bank’s rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assigned, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoF hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2(S)20.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided PROVIDED that (ai) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consents will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (ciii) each assignment shall be in an amount that is a whole multiple of $5,000,000, (iv) each Bank which is a Bank on the date hereof shall retain, free of any such assignment, an amount of its Commitment of not less than $10,000,000 and (v) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoEXHIBIT D hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2ss.19.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that (a) the Agent shall have given its their prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form of Exhibit J B hereto, together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 2,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower2,000,000. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it, and the Revolving Credit Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) unless such assignment is to another Bank or to an affiliate of the transferor Bank, each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Company shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Company, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment shall be in an amount that is a whole multiple of $2,500,000 and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoE hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ia) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (iib) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2ss.19.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form a notice of Exhibit J heretosuch assignment, together with any Notes subject to such assignment, (d) in no event shall any assignment voting, consent or approval rights of a Bank be assigned to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower Borrower, the General Partners or the Guarantors, which rights shall instead be allocated pro rata among the other remaining Banks, (e) such assignee shall acquire an interest in have a net worth as of the Term Loans date of such assignment of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent500,000,000, and (f) the assignor such assignee shall assign its entire interest in the Loans or retain acquire an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower10,000,000. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §Section 18.2, be released from its obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or Borrower, the General Partners and the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) the Agent Agent, Swingline Lender and Fronting Bank and, other than during an Event of Default, the Borrower each shall have given its prior written consent the right to such assignmentapprove any Eligible Assignee, which consent approval shall not be unreasonably withheld or delayed delayed, it being agreed that the Agent, the Borrower, Swingline Lender and Fronting Bank, as applicable, must approve or reject a proposed Eligible Assignee within seven (7) days of receiving a written request from any Bank for such approval (provided that such consent shall not be required the request for any assignment approval sent to another each of Agent, Borrower, Swingline Lender and Fronting Bank, to a Related Fund of such respectively, is conspicuously marked with the following legend: “REQUEST FOR APPROVAL — TIME SENSITIVE — MUST RESPOND WITHIN SEVEN (7) DAYS”) and if the Agent, the Borrower, Swingline Lender or Fronting Bank, as applicable, fails to a bank which is under common control with respond within such seven (7) day period, such request for approval shall be deemed approved by, respectively, the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Agent, the Borrower, Swingline Lender and Fronting Bank), as the case may be, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) subject to the provisions of §2.7, after giving effect to such assignment, both the assignee and assignor Banks shall have at all times an amount of its Commitment of not less than $10,000,000 unless otherwise consented to by the Agent and, other than during an Event of Default, the Borrower and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment assignment and Acceptance Agreement assumption, substantially in the form of Exhibit F hereto (an “Assignment and Acceptance AgreementAssumption”) in the form of Exhibit J hereto), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Assumption, which effective date shall be at least two (2) Business Days after the execution thereof unless otherwise agreed by the Agent (provided any assignee has assumed the obligation to fund any outstanding Eurodollar Rate Loans), (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Assumption, have the rights and obligations of a Bank hereunderhereunder and thereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.220.3, be released from its obligations under this Agreement. In connection with each assignment, the assignee Any such Assignment and Assumption shall represent and warrant run to the Agentbenefit of the Borrower and a copy of any such Assignment and Assumption shall be delivered by the Assignor to the Borrower. Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Bank may, without the assignor consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Bank, and each other (y) an Affiliate of such Bank, provided that such Affiliate is an Eligible Assignee. Without limiting the provisions of §17, with respect to an assignment by a Bank as to whether its Affiliate or to another Bank which does not require the consent of the Borrower, unless such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control byassignment occurs at the request of the Borrower, the Borrower shall not be responsible for any costs or the Guarantors. Upon any expenses attributable to such assignment, all of which shall be payable by the Agent may unilaterally amend Schedule 1.1 to reflect any such assignmentassigning Bank.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that (a) the Agent and the Issuing Bank shall have given its their prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment in the event an interest in the Revolving Credit Loans is assigned, or of a constant, and not a varying, percentage of all of the assigning Bank’s rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assigned, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form of Exhibit J hereto, together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee of a portion of the Revolving Credit Loan shall have a net worth or unfunded capital commitments as of the date of such assignment of not less than $500,000,000 unless otherwise approved by Borrower and Agent, (f) such assignee shall acquire an interest in the Revolving Credit Loans of not less than $5,000,000 or in the Term Loans of not less than $5,000,000 1,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (fg) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans Advances at the time owing to it, and the Notes held by it); provided that that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, Bank to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form a notice of Exhibit J heretosuch assignment, together with any Notes subject to such assignment, (d) in no event shall any assignment voting, consent or approval rights of a Bank be assigned to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower Borrower, the General Partner or the Guarantors, which rights shall instead be allocated pro rata among the other remaining Banks, (e) such assignee shall have a net worth as of the date of such assignment of not less than $500,000,000, (f) such assignment is subject to the terms of any intercreditor agreement among the Banks and the Agent, and (g) such assignee shall acquire an interest in the Term Loans Loan of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower5,000,000.00. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 21.2, be released from its obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or Borrower, the General Partner, and the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it, it and the Revolving Credit Notes held by it); provided PROVIDED that (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in each case, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment shall be in an amount that is a minimum of $5,000,000 or an integral multiple of $500,000 in excess thereof, unless such assignment is to an existing Bank, in which case there shall be no such minimum amount, and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoEXHIBIT D attached hereto (an "ASSIGNMENT AND ACCEPTANCE"), together with any Revolving Credit Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 16.3 hereof, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Revolving Credit Commitment Percentage and Revolving Credit Commitment and the same portion of the Loans at the time owing to it, and the Revolving Credit Notes held by it)it and its participating interest in the risk relating to any Letters of Credit; provided PROVIDED that (a) unless such assignment is to an affiliate of a Bank which is owned by the same holding company owning such Bank, the Agent shall have given its prior written consent to such assignment, which assignment (such consent shall not to be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bankwithheld), (b) unless such assignment is to an affiliate of a Bank which is owned by the same holding company owning such Bank and so long as no Default or Event of Default has occurred and is continuing, the Borrower shall have given its prior written consent to such assignment (such consent not to be unreasonably withheld), (c) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (cd) each assignment shall be in an amount that is a minimum of $5,000,000 (or if less, such Bank's entire Loans and Revolving Credit Commitment) and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoEXHIBIT D hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ix) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (iiy) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 21.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (ai) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (ciii) each assignment shall be either such Bank's entire interest or be in an amount that is $5,000,000 or a multiple of $1,000,000 in excess thereof, and (iv) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoF hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2ss.20.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage with respect to Revolving Credit Loans, Term Loan A and Commitment Term Loan B and the same portion of the Loans at the time owing to it, it and its participating interest in the Notes held by itrisk relating to any Letters of Credit); provided that (a) each of the Agent -------- and, so long as no Default or Event of Default has occurred and is continuing, the Borrower shall have given its prior written consent to such assignmentassignment (other than an assignment between any fund and its affiliated funds), which consent shall consent, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)delayed, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations in respect of Revolving Credit Loans, Term Loan A or Term Loan B, as applicable, under this Credit Agreement, provided, however, -------- ------- that nothing contained herein shall restrict any Bank from making a non-pro rata -------- assignment of its Loans, (c) each assignment shall be in a minimum amount that is at least $5,000,000 (or, if less than $5,000,000, all of the assigning Bank’s 's rights and obligations under this Agreement with in respect to the of Revolving Credit Loans, Term Loan Commitment in the event an interest in the A or Term Loan is assignedB, as applicable, under the Credit Agreement), provided, however, than an ----------------- assignment of Term Loan B shall be in a minimum amount of $1,000,000 (other than an assignment between any fund and its affiliated funds which shall have no minimum), (cd) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoD hereto (an "Assignment and ------- - Acceptance"), together with any Notes the Notes, if any, subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, and (e) such assignee Eligible Assignee shall acquire an interest in (i) be a financial institution organized under the Term Loans laws of not less than $5,000,000 unless such assignment is to another Bank the United States, or a Related Fund any State thereof or unless such requirement is waived by the District of Columbia or (ii) have duly filed with the Borrower and the Agent, and Internal Revenue Service Form 1001 or Form 4224 or any other Prescribed Forms (for any successor or similar form) the assignor shall assign its entire interest in the Loans evidencing that deduction or retain an interest in the Loans withholding of United States income taxes is not less than $5,000,000 unless otherwise approved by Agent and Borrowerrequired. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ia) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (iib) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2(S)21.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, it and the Notes Note held by it)it and its participating interest in the risk relating to any Letters of Credit; provided that (a) each of the Agent and, unless a Default or an Event of Default shall have occurred and be continuing, the Borrowers shall have given its prior written consent to such assignment, which consent shall will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedLoans under this Agreement, (c) each assignment shall be in a minimum amount of $5,000,000 or a larger integral multiple of $1,000,000 (or less, if such assignment would be all of such Bank's interests, rights and obligations in respect of its Loans), and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoD hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2(S)19.3, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form a notice of Exhibit J heretosuch assignment, together with any Notes subject to such assignment, (d) in no event shall any assignment voting, consent or approval rights of a Bank be assigned to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower Borrowers, the General Partner or the GuarantorsGuarantors which rights shall instead be allocated pro rata among the other remaining Banks, (e) such assignee shall acquire an interest in have a net worth as of the Term Loans date of such assignment of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent500,000,000, and (f) the assignor such assignee shall assign its entire interest in the Loans or retain acquire an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower10,000,000. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §Section 18.2, be released from its obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or Borrowers, the General Partner and the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each --------------------------------- Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (ai) the -------- Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (ciii) each assignment shall be in an amount that is a whole multiple of $1,000,000, and (iv) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoF hereto (an "Assignment and ------- - Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ix) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (iiy) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2ss.19.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks another bank or other entities entity all or a portion (but not less than all) of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) the Borrower shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required if a Default or Event of Default shall have occurred and be continuing or for any assignment to another Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary of such Bank), (c) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (cd) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form a notice of Exhibit J heretosuch assignment, together with any Notes subject to such assignment, (de) in no event shall any assignment voting, consent or approval rights of a Bank be assigned to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the GuarantorsGuarantor, which rights shall instead be allocated PRO RATA among the other remaining Banks, (ef) such assignee shall acquire an interest in have total assets as of the Term Loans date of such assignment of not less than $5,000,000 unless 500,000,000, and (g) such assignment is subject to another Bank or a Related Fund or unless such requirement is waived by the Borrower terms of any intercreditor agreement among the Banks and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §Section 18.2, be released from its obligations under this Agreement, and (iii) the Agent may unilaterally amend SCHEDULE 1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or and the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignmentGuarantor.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided it and its participating interest in the risk relating to any Letters of Credit, PROVIDED that (a) the Agent and the Borrower each shall have given its prior written consent the right to such assignmentapprove any Eligible Assignee, which consent approval shall not be unreasonably withheld withheld, it being agreed that the Agent and the Borrower must approve or delayed reject a proposed Eligible Assignee within seven (provided that 7) days of receiving a written request from any Bank for such consent approval, and if the Agent or the Borrower fails to respond within such seven (7) day period, such request for approval shall not be required for any assignment to another Bankdeemed approved by the Agent or the Borrower, to a Related Fund of such Bankor both, to a bank which is under common control with as the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)case may be, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) each assignment shall be in an amount that is a whole multiple of $1,000,000, (d) each Bank which is a Bank on the date hereof shall retain, free of any such assignment, an amount of its Commitment of not less than $10,000,000 and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoEXHIBIT F hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2[SECTION] 18.3, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrowers shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrowers, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) each assignment shall be in an amount that is at least equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (d) each Bank which is a Bank on the date hereof shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000, and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined)Register, an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoD hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2ss.14.3, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.78

Conditions to Assignment by Banks. (a) Except as otherwise provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes Note held by it and the Letter of Credit Participations purchased by it); provided that (ai) each of the Agent and the Company shall have given its -------- prior written consent to such assignment, which consent shall in the case of the Company will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (ciii) each assignment shall be in an amount that is at least $5,000,000 and (iv) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoE hereto (an "Assignment and ------- - Acceptance"), together with any Notes Note subject to such assignment, . (db) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, hereunder and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration negotiation fee referred to in §18.2(S)17.3, be released from its obligations under this Agreement. In connection with each assignment, Agreement and the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignmentLoan Documents.

Conditions to Assignment by Banks. Except as provided herein, ---------- -- ---------- -- ----- each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its ST Commitment Percentage and ST Commitment and the same portion of the ST Loans at the time owing to it, all or a portion of its MT Commitment Percentage and MT Commitment and the same portion of the MT Loans at the time owing to it, the Notes held by itit and its participation interest in the risk relating to any Letters of Credit); provided that that (a) the Administrative Agent and the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from the Administrative Agent to an affiliate of an Administrative Agent) shall have given its prior written consent to such assignment, which consent shall will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each Bank shall have an aggregate ST Commitment plus MT Commitment that is at least $5,000,000 and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoE hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §18.2section 15.3, be released from its obligations under this Agreement. In connection with each assignment, Credit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the assignee shall represent and warrant to change in the Agent, the assignor Banks and each other Bank as to whether Bank's ST Commitment, MT Commitment, ST Commitment Percentage and MT Commitment Percentage resulting from such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignmentAssignment and Acceptance.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) a notice of such assignment in the form of Exhibit J heretoreasonably required by Agent, together with any Notes subject to such assignment, (d) in no event shall any assignment voting, consent or approval rights of a Bank be assigned to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the GuarantorsGuarantor, which rights shall instead be allocated pro rata among the other remaining Banks, (e) such assignee shall have a net worth as of the date of such assignment of not less than $500,000,000 unless otherwise approved by Borrower and Agent, (f) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent10,000,000, and (fg) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower$ 10,000,000. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §Section 18.2, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the GuarantorsGuarantor. Each assignee shall acquire its interest in the Loans subject to the Subordination Agreement. In the event that, as of result of any such assignment, the Agent in its capacity as a Bank retains an interest in the Loans of less than $15,000,000 and such amount is less than the retained interest of any other Bank, then the Agent shall offer to resign as Agent for the Banks. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itTerm Note); provided that (a) each of the Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) each assignment shall be in an amount of at least $5,000,000, and each Bank shall retain, free of any such assignment, an amount of not less than $5,000,000, and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoEXHIBIT F hereto (an "Assignment and Acceptance"), together with any Term Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 16.3, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of (i) its Revolving Credit Commitment Percentage and Revolving Credit Commitment and the same portion of the Revolving Credit Loans at the time owing to it, the Revolving Credit Notes held by it and its participating interest in the risk relating to any Letters of Credit, (ii) its Term A Commitment Percentage and Term A Commitment and the Notes same portion of Term Loan A at the time owing to it and the Term A Note held by it, or (iii) its Term B Commitment Percentage and Term B Commitment and the same portion of Term Loan B at the time owing to it and the Term B Note held by it); provided that that (a) except in the case of an assignment to another Bank, an affiliate of any Bank, or an Approved Fund of any Bank, each of the Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)delayed, (b) each such assignment shall be of a in constant, and not a varying, percentage percentages of all of the assigning Bank’s 's rights and obligations under this Agreement with in respect of each of the following, considered separately: (i) its Revolving Credit Commitment Percentage and Revolving Credit Commitment, the Revolving Credit Loans at the time owing to the Term Loan Commitment in the event an it, and its participating interest in the risk relating to any Letters of Credit, (ii) its Term A Commitment and the portion of Term Loan is assignedA at the time owing to it, or, as the case may be, and (iii) its Term B Commitment and the portion of Term Loan B at the time owing to it, (c) each assignment shall be in a minimum amount of $2,500,000 (or if less, such Bank's entire Loans, Revolving Credit Commitment, Term A Commitment and Term B Commitment, as applicable or such lesser amount consented to by the Agent), and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoF hereto (an "Assignment and Acceptance"), together with any Notes subject to 91 -83- such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ix) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (iiy) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 20.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including (i) all or a portion of its Revolver Commitment Percentage and the same portion of Revolver Loans owing to it, the US Revolver Note and/or Norwegian Revolver Note held by it and its participating interest in the risk relating to any Letters of Credit and the Tender Guaranty, (ii) all or a portion of its Norwegian Term A Commitment and the same portion of Norwegian Term A Loan owing to it and the Norwegian Term A Note held by it, (iii) all or a portion of its Dutch Term A Commitment and the same portion of the Loans at the time Dutch Term A Loan owing to it, it and the Notes Dutch Term A Note held by it and/or (iv) all or a portion of its Dutch Term B Commitment and the same portion of the Dutch Term B Loan owing to it and the Dutch Term B Note held by it); provided that (a) each of the Agent and, unless a Default or an Event of Default shall have occurred and be continuing, the applicable Borrower shall have given its prior written consent to such assignment, which consent shall will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Revolver Loans, Norwegian Term A Loan, Dutch Term A Loan Commitment in or Dutch Term B Loan (as the event an interest in the Term Loan is assignedcase may be) under this Agreement, (c) each assignment shall be in a minimum amount of $5,000,000 or a larger integral multiple of $1,000,000 (or less, if such assignment would be all of such Bank's interests, rights and obligations in respect of its Revolver Loans, Norwegian Term A Loan, Dutch Term A Loan or Dutch Term B Loan, as the case may be), and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoD hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 19.3, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each --------------------------------- Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (ai) each -------- of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (ciii) each assignment shall be either such Bank's entire interest or be in an amount that is $5,000,000 or a multiple of $1,000,000 in excess thereof, and (iv) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoF ------- - hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2(S)20.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each --------------------------------- Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, ) and the Notes held by it); provided that (ai) -------- each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower and the Agent, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (ciii) each assignment shall be in an amount that is a whole multiple of $1,000,000, and (iv) each Bank which is a Bank on the date hereof shall retain, free of any such assignment, an amount of its Commitment of not less than $1,000,000, and (v) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoE ------- - hereto (an -70- "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2(S)17.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it, and the Revolving Credit Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment shall be in an amount that is a whole multiple of $5,000,000 (or such smaller amount which represents the assigning Bank's entire Commitment) and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoE hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2ss.20.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Revolver A Commitment Percentage, Revolver B Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit, provided, however, any assignor making an assignment hereunder shall be required to make a pro rata assignment to the Eligible Assignee of such assignor's interests, rights and obligations of its Revolver A Commitment Percentage and its Revolver B Commitment Percentage); provided that (a) each of the Agent and, unless a Default or Event of 77 Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consents will not be unreasonably withheld or delayed (provided withheld, except that such consent consents shall not be required for in the event of any assignment from a Bank to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary an Affiliate of such Bank provided that so long as such assignee shall remain Affiliate qualifies as an Eligible Assignee and such Affiliate is incorporated or organized under the laws of the United States of America or a wholly-owned Subsidiary state thereof or Related Fund the District of such Bank)Columbia, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment shall be in an amount that is a whole multiple of $5,000,000 (or less, if it represents the entire amount of the Assignors Revolver A Commitment or Revolver B Commitment) and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoE hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2(S)18.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it, and the Revolving Credit Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (ai) each of the Agent and the Borrower (unless a Default or an Event of Default has occurred and is continuing) shall have given its prior written consent to such assignment, which consent shall will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bankwithheld, to a Related Fund of such Bankprovided, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of however, if such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)assigns to its affiliate, no consent is required, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (ciii) each assignment shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (iv) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoD hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 19.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, ) and the Notes held by it); provided that (a) the Agent and the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from the Agent to an affiliate of an Agent) shall have given its their prior written consent to such assignment, which consent shall will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment shall be in an amount that is not less than $5,000,000, (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoG hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, and (e) such assignee no Default or Event of Default shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank have occurred or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrowerbe continuing. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 17.3, be released from its obligations under this Agreement. In connection with each assignment, Credit Agreement and (iii) Schedule 1.1 shall be deemed to be automatically amended to reflect the assignee shall represent and warrant to change in the Agent, the assignor Banks and each other Bank as to whether Bank's Commitment and Commitment Percentage resulting from such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignmentAssignment and Acceptance.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities all or Eligible Assignees a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Domestic Commitment Percentage and or Canadian Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itPercentage); provided that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (cb) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoI attached hereto (an "Assignment and Acceptance"), together with any Notes the Note subject to such assignment, (c) the Administrative Agent and, unless a Default or a Event of Default shall have occurred and be continuing or the assignment is to an Affiliate of the assigning Bank, the Borrower shall have given their prior written consent to each such assignment, which consent shall not be unreasonably withheld, (d) each assignment shall be in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans a minimum amount of not less than $5,000,000 unless (or, if less, such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the AgentBank's entire Commitment), and (fe) BKB (and its Affiliates) shall at all times prior to the assignor shall assign its entire interest in the Loans or retain occurrence of an interest in the Loans Event of not less than Default maintain a Commitment of at least $5,000,000 unless otherwise approved by Agent and Borrower15,000,000. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit, German Loans and German Collateral Instruments); provided that (a) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrowers shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrowers, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) each assignment shall be in an amount that is at least equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof, (d) each Bank which is a Bank on the Restatement Date shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000, and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined)Register, an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoD hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 14.3, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. (a) Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (ai) the Agent Agent, Swingline Lender and Fronting Bank and, other than during an Event of Default, the Borrower each shall have given its prior written consent the right to approve any such assignmentEligible Assignee, which consent approval shall not be unreasonably withheld or delayed delayed, it being agreed that the Agent, the Borrower, Swingline Lender and Fronting Bank, as applicable, must approve or reject a proposed assignee within seven (7) days of receiving a written request from any Bank for such approval (provided that such consent shall not be required the request for any assignment approval sent to another each of Agent, Borrower, Swingline Lender and Fronting Bank, to a Related Fund of such respectively, is conspicuously marked with the following legend: “REQUEST FOR APPROVAL – TIME SENSITIVE – MUST RESPOND WITHIN SEVEN (7) DAYS”) and if the Agent, the Borrower, Swingline Lender or Fronting Bank, as applicable, fails to a bank which is under common control with respond within such seven (7) day period, such request for approval shall be deemed approved by, respectively, the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Agent, the Borrower, Swingline Lender and Fronting Bank), as the case may be, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s rights and obligations under this Agreement with respect Agreement, (iii) subject to the Term Loan provisions of §2.7, after giving effect to such assignment, both the assignee and assignor Banks shall have at all times an amount of its Commitment of not less than $10,000,000 unless otherwise consented to by the Agent and, other than during an Event of Default, the Borrower; provided, however, in the event case of an interest assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the Term Loan is case of an assignment to a Bank, an Affiliate of a Bank or an Eligible Assignee, no minimum amount need be assigned, ; and (civ) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment assignment and Acceptance Agreement assumption, substantially in the form of Exhibit F hereto (an “Assignment and Acceptance AgreementAssumption”) in the form of Exhibit J hereto), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agentassignee, and (f) if not already a Bank hereunder prior to such assignment, shall deliver to the assignor shall assign its entire interest in the Loans or retain Agent an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and BorrowerAdministrative Questionnaire. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Assumption, which effective date shall be at least two (2) Business Days after the execution thereof unless otherwise agreed by the Agent (provided any assignee has assumed the obligation to fund any outstanding Eurodollar Rate Loans), (iA) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Assumption, have the rights and obligations of a Bank hereunderhereunder and thereunder, and (iiB) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.220.3, be released from its obligations under this Agreement. Any such Assignment and Assumption shall run to the benefit of the Borrower and a copy of any such Assignment and Assumption shall be delivered by the Assignor to the Borrower. (b) Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Bank may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Bank, (y) an Affiliate of such Bank provided that such Affiliate is an Eligible Assignee. Without limiting the provisions of §17, with respect to an assignment by a Bank to its Affiliate or to another Bank which does not require the consent of the Borrower, unless such assignment occurs at the request of the Borrower, the Borrower shall not be responsible for any costs or expenses attributable to such assignment, all of which shall be payable by the assigning Bank. (c) No assignment shall be made (i) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, or (ii) to any Delinquent Bank or any of its Subsidiaries, or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural person. (d) In connection with each assignmentany assignment of rights and obligations of any Delinquent Bank hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee shall represent of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and warrant to the Agent, the applicable pro rata share of Loans previously requested but not funded by the Delinquent Bank, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and each other satisfy in full all payment liabilities then owed by such Delinquent Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 or any Bank hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Delinquent Bank hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to reflect any be a Delinquent Bank for all purposes of this Agreement until such assignmentcompliance occurs.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, its participating interest in the risk relating to any Letters of Credit and the Notes held by it); provided PROVIDED that (ai) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (ciii) each assignment shall be in an amount that is a whole multiple of $1,000,000 the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoEXHIBIT F hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 18.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it, ) and the Revolving Credit Notes held by it); provided that (a) the Agent and, unless a Default or an Event of Default shall have given its prior written consent occurred and be continuing, the Borrower each shall have the right to such assignmentapprove any Eligible Assignee, which consent approval shall not be unreasonably withheld withheld, it being agreed that the Agent and the Borrower must approve or delayed reject a proposed Eligible Assignee within seven (provided that 7) days of receiving a written request from any Bank for such consent approval and if the Agent or the Borrower fails to respond within such seven (7) day period, such request for approval shall not be required for any assignment to another Bankdeemed approved by the Agent or the Borrower, to a Related Fund of such Bankor both, to a bank which is under common control with as the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)case may be, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) subject to the provisions of 2.2 hereof, each Bank shall have at all times an amount of its Commitment of not less than $8,000,000 and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) assumption, substantially in the form of Exhibit J heretoG hereto (an "Assignment and Assumption"), together with any Revolving Credit Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Assumption, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Assumption, have the rights and obligations of a Bank hereunderhereunder and thereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.216.3, be released from its obligations under this Agreement. In connection with each assignment, the assignee Any such Assignment and Assumption shall represent and warrant run to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, benefit of the Borrower or the Guarantors. Upon and a fully executed copy of any such assignment, Assignment and Assumption shall be delivered by the Agent may unilaterally amend Schedule 1.1 Assignor to reflect any such assignmentthe Borrower.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, it and the Notes held by it); provided that (ai) each of the Administrative Agent and, unless (x) a Default or Event of Default shall have occurred and be continuing or (y) the Agent Assignee is an Affiliate of the assigning Bank, the Company shall have given its prior written consent to such assignment, which consent shall will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (ciii) each assignment shall be in an amount that is a whole multiple of $10,000,000, (iv) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined)Register, an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoE hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, and (dv) in no event the Company shall not, at the time of such assignment, incur any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any additional expenses solely as a result of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less other than $5,000,000 unless otherwise approved by Agent and Borroweras contemplated under Subsection 11.4 hereof. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.the

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, ) and the Notes held by it); provided that (ai) the Administrative Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed delayed, (provided that ii) prior to the occurrence or continuance of a Default or Event of Default, the Borrower shall have given its prior written consent to all such assignments in amounts of less than $20,000,000, which consent shall not be unreasonably withheld or delayed (it being understood by the parties that no consent of the Borrower shall be required for any assignment to another Bank, to assignments in amounts of $20,000,000 or in excess thereof or following the occurrence of a Related Fund Default or an Event of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such BankDefault), (biii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, and (civ) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoF hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §18.219.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it, and the Revolving Credit Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment shall be in an amount that is a minimum amount of $5,000,000 (or such lesser amount if it is the assignors entire Commitment), (d) any Assignor making an assignment hereunder shall, simultaneously with making any assignment hereunder, also assign to the Eligible Assignee a pro rata portion of such assignor's interests, rights and obligations under the FIL Credit Agreement, and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoE hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and BorrowerSecurity Trust Deed. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and 65 -58- after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 18.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form a notice of Exhibit J heretosuch assignment, together with any Notes subject to such assignment, (d) in no event shall any assignment voting, consent or approval rights of a Bank be assigned to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or any of its Subsidiaries, any Member or any Guarantor, which rights shall instead be allocated pro rata among the Guarantorsother remaining Banks, (e) such assignee shall acquire an interest in have a net worth as of the Term Loans date of such assignment of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, 500,000,000 and (f) the assignor such assignee shall assign its entire interest in the Loans or retain acquire an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and 10,000,000.00. No such assignment shall be made without the prior consent of the Borrower, which consent shall not be unreasonably withheld or delayed; provided that such consent shall not be required in the event that a Default or Event of Default shall have occurred. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §Section 18.2, be released from its obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignmentof its Subsidiaries, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignmentMember or any Guarantor.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless a Default or Event of -------- Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) each assignment shall be in an amount that is a whole multiple of $1,000,000 and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement Acceptance, in form and substance satisfactory to the Agent (an “"Assignment and Acceptance Agreement”) in the form of Exhibit J heretoAcceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2(S)13.3, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Agent and the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Credit Agreement with respect to and shall be made pro rata between the Revolving Credit Loan and Term Loan Commitment in the event an interest in the Term Loan is assignedLoan, (c) each assignment shall be in an amount that is a whole multiple of $5,000,000 (or, if less, such Bank's entire Commitment), and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoG hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2ss.19.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form a notice of Exhibit J heretosuch assignment, together with any Notes subject to such assignment, (d) in no event shall any assignment voting, consent or approval rights of a Bank be assigned to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower Borrowers, the General Partner or the GuarantorsGuarantors which rights shall instead be allocated pro rata among the other remaining Banks, (e) such assignee shall acquire an interest in have a net worth as of the Term Loans date of such assignment of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent500,000,000, and (f) the assignor such assignee shall assign its entire interest in the Loans or retain acquire an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower10,000,000. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §Section 18.2, be released from its obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or Borrowers, the General Partner and the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights rights, and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, it and its participating interest in the risk relating to any Letters of Credit) and the Notes held by it); provided that (a) each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld withheld, provided that, if no Event of Default has occurred and is continuing, no Bank may assign its rights and obligations hereunder if such assignment would result in a reduction of or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund withdrawal of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary then current rating of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund the commercial paper notes of such Bank), the Borrower (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment of less than all of the assigning Bank's rights and obligations under this Credit Agreement, shall be in an amount equal to $10,000,000 or in integral multiples of $1,000,000 in excess thereof, and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoN hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance acceptance, and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §18.2Section 18.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it, and the Revolving Credit Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment shall be in an amount that is not less than $10,000,000 or the remaining amount of its Commitment, if less, and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoE hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 19.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Agent and the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Credit Agreement with respect to and shall be made pro rata between the Revolving Credit Loan and Term Loan Commitment in the event an interest in the Term Loan is assignedLoan, (c) each assignment shall be in an amount that is a whole multiple of $5,000,000 (or, if less, such Bank's entire Commitment), and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoG hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 19.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each --------------------------------- Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights rights, and obligations under this Agreement and under the Short-Term Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, ) and the Notes held by it); provided that (a) each of the Administrative Agent and, so -------- long as no Event of Default has occurred, the Borrower shall have given its prior written consent to such assignment, which consent shall will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to and under the Short-Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment of less than all of the assigning Bank's rights and obligations under this Agreement, shall be in an amount equal to $15,000,000 and in integral multiples of $1,000,000 in excess thereof, and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoG hereto (an "Assignment and Acceptance"), together with any --------- ------------------------- Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance acceptance, and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §18.2Section 16.3, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, ) and the Notes held by it); provided that (a) each of the Agent and the Company shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Company, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) each assignment shall be in an amount that is a whole multiple of $5,000,000, and (d) the parties to such assignment shall execute and deliver to the /102 Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoC hereto (an Assignment and Acceptance), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.29.3, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it, and the Revolving Credit Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment shall be in an amount that is a whole multiple of E5,000,000 (or less if such lesser amount represents 100% of such assigning Bank's Commitment) and (d) each Bank which is a Bank on the date hereof shall, so long as no Default or Event of Default has occurred and is continuing, retain, free of any such assignment, an amount of its Commitment of not less than fifty percent (50%) of the amount of its Commitment on the Closing Date, and, in addition, will not assign to more than one other Bank, (e) each Bank agrees that, so long as no Default or Event of Default shall have occurred and be continuing, such Bank shall not be permitted to make any assignments hereunder if, after giving effect thereto, there are more than four (4) Banks and (f) the parties to such assignment shall execute and deliver to the Agent, for 77 -71- recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoD hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 20.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Revolving Credit Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that PROVIDED that (a) the Agent and, other than during an Event of Default, the Borrower each shall have given its prior written consent the right to such assignmentapprove any Eligible Assignee, which consent approval shall not be unreasonably withheld or delayed delayed, it being agreed that the Agent and the Borrower must approve or reject a proposed Eligible Assignee within seven (provided 7) days of receiving a written request from any Bank for such approval (PROVIDED that such consent shall not be required the request for any assignment to another Bankapproval, to a Related Fund of such Bankand the envelope in which it is delivered, to a bank which is under common control conspicuously marked with the assigning Bank following legend: "REQUEST FOR APPROVAL -- TIME SENSITIVE -- MUST RESPOND WITHIN SEVEN (7) DAYS") and if the Agent or the Borrower fails to a wholly-owned Subsidiary of respond within such Bank provided that seven (7) day period, such assignee request for approval shall remain a wholly-owned Subsidiary be deemed approved by the Agent or Related Fund of such Bank)the Borrower, or both, as the case may be, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) subject to the provisions of Section 2.7 hereof, each Bank shall have at all times an amount of its Commitment of not less than $10,000,000 and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) assumption, substantially in the form of Exhibit J heretoEXHIBIT F hereto (an "Assignment and Assumption"), together with any Revolving Credit Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Assumption, which effective date shall be at least two (2) Business Days after the execution thereof unless otherwise agreed by the Agent (PROVIDED any assignee has assumed the obligation to fund any outstanding Eurodollar Rate Loans), (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Assumption, have the rights and obligations of a Bank hereunderhereunder and thereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 20.3, be released from its obligations under this Agreement. In connection with each assignment, the assignee Any such Assignment and Assumption shall represent and warrant run to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, benefit of the Borrower or the Guarantors. Upon and a copy of any such assignment, Assignment and Assumption shall be delivered by the Agent may unilaterally amend Schedule 1.1 Assignor to reflect any such assignmentthe Borrower.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it, ) and the Notes held by it); provided PROVIDED that (a) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in each case, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment shall be in a minimum amount of $5,000,000 (or such smaller amount if representing the entire Commitment being assigned); (d) so long as no Default or Event of Default has occurred, (i) BKB and its Affiliates shall at all times maintain a Commitment Percentage of at least 11.7647%; and (ii) The Bank of New York and its Affiliates shall at all times maintain a Commitment Percentage of at least 11.7647%; and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoEXHIBIT D attached hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2ss.19.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Persons all or a portion of its interests, rights and obligations under this Credit Agreement and the other Loan Documents (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that that (a) except in the Agent case of an assignment to an affiliate of any Bank, the Borrower, unless a Default or Event of Default shall have occurred and be continuing, shall have given its prior written consent to such assignment, assignment (which consent shall not be unreasonably withheld or delayed withheld, (provided that such consent b) unless an Event of Default shall not be required for any assignment to another Bankhave occurred and is continuing, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that each such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)be an Eligible Assignee, (bc) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment Credit Agreement, (d) each assignment shall be in an amount that is not less than $5,000,000 (e) except in the event case of an interest in assignment to an affiliate of either Bank and unless a Default or Event of Default shall have occurred and be continuing, each Bank which is a Bank on the Term Loan is assigneddate hereof shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000 and (cI) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoD hereto (an "ASSIGNMENT AND ACCEPTANCE"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage for Loans, Commitment for Loans, Commitment Percentage for Bond, and Commitment for Bond, and the same portion of the applicable Loans and of the Bond at the time owing to it, and the Notes and share of the Bond held by it); provided ) PROVIDED that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (cb) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defineddefined in SECTION 16.3), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoEXHIBIT D hereto (an "Assignment and Acceptance"), together with any Notes or Guaranties subject to such assignment, and (c) the assigning Bank shall pay any expenses reasonably incurred by the Obligors in connection with each such assignment, (d) in no event Eligible Assignee or other transferee of any Bank's rights shall be entitled to receive any assignment be greater payment under SECTIONS 4.2(B), 4.6 or 4.7 than such Bank would have been entitled to any Person controllingreceive with respect to the rights transferred, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment transfer is to another Bank or a Related Fund or unless such requirement is waived by made with the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and BorrowerObligors' prior written consent. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2SECTION 16.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank --------------------------------- may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage with respect to Revolving Credit Loans, Term Loans A, Term Loans B and Commitment Expansion Loan and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, so -------- long as no Default or Event of Default has occurred and is continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations in respect of Revolving Credit Loans, Term Loans A, Term Loans B or Expansion Loans under this Credit Agreement, provided, however, that nothing contained herein shall restrict any -------- ------- Bank from making a non-pro rata assignment of its Loans, (c) each assignment --- ---- shall be in a minimum amount that is at least $5,000,000 (or, if less than $5,000,000, all of the assigning Bank’s 's rights and obligations under this Agreement with in respect to the of Revolving Credit Loans, Term Loan Commitment in the event an interest in the A, Term Loan is assignedB or Expansion Loan under the Credit Agreement), (cd) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoD hereto (an --------- "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, and (e) such assignee Eligible Assignee shall acquire an interest in (i) be a financial institution organized under the Term Loans laws of not less than $5,000,000 unless such assignment is to another Bank the United States, or a Related Fund any State thereof or unless such requirement is waived by the District of Columbia or (ii) have duly filed with the Borrower and the Agent, and Internal Revenue Service Form 1001 or Form 4224 (for any successor or similar form) the assignor shall assign its entire interest in the Loans evidencing that deduction or retain an interest in the Loans withholding of United States income taxes is not less than $5,000,000 unless otherwise approved by Agent and Borrowerrequired. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ia) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (iib) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2(S)22.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided PROVIDED that (ai) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of each of the Agent and the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (ciii) each assignment shall be in an amount that is a whole multiple of $500,000 and in an amount not less than $5,000,000 or 100% of such assigning Bank's remaining Commitment, and (iv) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoEXHIBIT G hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 19.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Revolving Credit Notes held by it); provided that that (a) the Agent and Borrower shall have given its their prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) each assignment shall be in an amount that is a whole multiple of $1,000,000, (d) each Bank which is a Bank on the date hereof shall retain, free of any such assignment, an amount of its Commitment of not less than $10,000,000 and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoE hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2ss.17.3, be released from its obligations under this Agreement. In connection with each assignmentNotwithstanding the foregoing, BKB shall at all times during the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignmenteffectiveness of this Agreement maintain a minimum commitment of $24,000,000.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form a notice of Exhibit J heretosuch assignment, together with any Notes subject to such assignment, (d) in no event shall any assignment voting, consent or approval rights of a Bank be assigned to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or Borrower, which rights shall instead be allocated PRO RATA among the Guarantorsother remaining Banks, (e) such assignee shall acquire an interest in have a net worth as of the Term Loans date of such assignment of not less than $5,000,000 500,000,000, unless such assignment is to another Bank or a Related Fund or unless such requirement is waived otherwise approved by the Borrower Agent and the AgentBorrower, and (f) the assignor such assignee shall assign its entire interest in the Loans or retain acquire an interest in the Loans of not less than $5,000,000 5,000,000, unless otherwise approved by Agent and Borrowerthe Agent. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §Section 18.2, be released from its obligations under this Agreement, and (iii) the Agent may unilaterally amend SCHEDULE 1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignmentBorrower.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-wholly- owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form a notice of Exhibit J heretosuch assignment, together with any Notes subject to such assignment, (d) in no event shall any assignment voting, consent or approval rights of a Bank be assigned to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the GuarantorsGuarantor, which rights shall instead be allocated pro rata among the other remaining Banks, (e) such assignee shall acquire an interest in have a net worth as of the Term Loans date of such assignment of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, 500,000,000 and (f) the assignor such assignee shall assign its entire interest in the Loans or retain acquire an interest in the Loans of not less than $5,000,000 unless otherwise approved by 10,000,000.00; provided, however, that after the occurrence of an Event of Default, the Assigning Bank shall not be required to obtain the prior written consent of the Agent and to an assignment (but shall give prior written notice of same) or comply with the requirement contained in subsection (f) of this Section 18. 1. No such assignment shall be made without the prior consent of the Borrower, which consent shall not be unreasonably withheld or delayed; provided that such consent shall not be required in the event that a Default or Event of Default shall have occurred. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §Section 18.2, be released from its obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignmentGuarantor.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans Advances at the time owing to it, ) and the Notes held by it); provided that (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment shall be in an amount that is a whole multiple of $3,000,000, and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoN hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ia) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (iib) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 19.3 hereof, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks another bank or other entities entity all or a portion (but not less than all) of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) the Borrower shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required if a Default or Event of Default shall have occurred and be continuing or for any assignment to another Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary of such Bank), (c) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (cd) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form a notice of Exhibit J heretosuch assignment, together with any Notes subject to such assignment, (de) in no event shall any assignment voting, consent or approval rights of a Bank be assigned to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the GuarantorsGuarantor, which rights shall instead be allocated PRO RATA among the other remaining Banks, (ef) such assignee shall acquire an interest in have a net worth as of the Term Loans date of such assignment of not less than $5,000,000 unless 500,000,000, and (g) such assignment is subject to another Bank or a Related Fund or unless such requirement is waived by the Borrower terms of any intercreditor agreement among the Banks and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §Section 18.2, be released from its obligations under this Agreement, and (iii) the Agent may unilaterally amend SCHEDULE 1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or and the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignmentGuarantor.

Conditions to Assignment by Banks. Except as provided herein, each Revolving Credit Bank may assign to one or more banks or other entities Eligible Assignees, and each Bank may assign to the Surety pursuant to the Purchase and Guaranty Agreement, all or a portion of its interests, rights and obligations under this Agreement (including including, with respect to a Revolving Credit Bank, all or a portion of its Commitment Percentage Percentage, DIP Commitment and Exit Commitment and the same portion of the DIP Loans and Exit Loans at the time owing to it, and the Notes held by it, and its share of the Reimbursement Obligations with respect to Letters of Credit); provided PROVIDED that (a) each of the Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (withheld, provided that no such consent shall not Consent will be required for any necessary in connection with an assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)Surety, (b) each such assignment by a Revolving Credit Bank shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Revolving Credit Commitments, (c) each assignment of the Revolving Credit Loans and Reimbursement Obligations shall be in an amount that is a minimum of $7,500,000 or integral multiples of $500,000 in excess thereof and any assignment of the Term Loan Commitment shall be in an amount equal to the event an interest in entire unpaid principal balance of the Term Loan is assignedLoan, (cd) any assignee of Revolving Credit Loans and Reimbursement Obligations shall have joined the Purchase and Guaranty Agreement as a party subject thereto as provided thereby, and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoEXHIBIT K attached hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shallBank, if a Revolving Credit Bank, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 14.3 hereof, and the Term Loan Lender upon assignment to the Surety of the Term Loan and the Revolving Credit Banks upon assignment to the Surety, pursuant to the Purchase Option referred to in the Purchase and Guaranty Agreement, of the Revolving Credit Loans and Reimbursement Obligations, shall be released from its or their obligations under this Agreement. In connection with each assignment, The Term Loan Lender shall not assign the assignee Term Loan or any portion thereof in any way that would defeat the rights of the Surety to acquire 100% of the Term Loan upon the terms of the Purchase and Guaranty Agreement. An Assignment and Acceptance shall represent and warrant not be necessary for an assignment to the AgentSurety and shall be effective as set forth in the Purchase and Guaranty Agreement. The Borrower hereby consents to the assignment by the Term Loan Lender or, with respect to such Purchase Option, by the assignor Revolving Credit Banks to the Surety pursuant to the terms of the Purchase and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignmentGuaranty Agreement.

Conditions to Assignment by Banks. Except as provided herein, --------------------------------- each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, it and the Notes held by it); provided that (ai) each of the Administrative Agent and, unless (x) a Default or Event of Default shall have occurred and be continuing or (y) the Agent Assignee is an Affiliate of the assigning Bank, the Company shall have given its prior written consent to such assignment, which consent shall will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (ciii) each assignment shall be in an amount that is a whole multiple of $10,000,000, (iv) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined)Register, an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoE hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, and (dv) in no event the Company shall not, at the time of such assignment, incur any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any additional expenses solely as a result of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less other than $5,000,000 unless otherwise approved by Agent and Borroweras contemplated under Subsection 11.4 hereof. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §18.2Subsection 11.3, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks commercial banks, other financial institutions or other entities Persons, all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Company shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Company and the Agent, will not be unreasonably withheld withheld; except that the consent of the Company or delayed (provided that such consent the Agent shall not be required for in connection with any assignment by a Bank to another Bank, to (i) an existing Bank or (ii) a Related Fund Bank Affiliate of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) each assignment (or, in the case of assignments by a Bank to its Bank Affiliates, the aggregate holdings of such Bank and its Bank Affiliates after giving effect to such assignments), shall be in a minimum amount equal to $10,000,000 or a multiple of $5,000,000 in excess thereof (or, if less, such Bank's entire Commitment), and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoH hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (iy) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (iiz) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.220.3, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks commercial banks, other financial institutions or other entities Persons, all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Company shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Company and the Agent, will not be unreasonably withheld withheld; except that the consent of the Company or delayed (provided that such consent the Agent shall not be required for in connection with any assignment by a Bank to another Bank, to (i) an existing Bank or (ii) a Related Fund Bank Affiliate of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) each assignment (or, in the case of assignments by a Bank to its Bank Affiliates, the aggregate holdings of such Bank and its Bank Affiliates after giving effect to such assignments), shall be in a minimum amount equal to $10,000,000 or a multiple of $5,000,000 in excess thereof (or, if less, such Bank's entire Commitment), and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoG hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (iy) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (iiz) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2section 20.3, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may may, beginning on the 90th day following the Closing Date (but not prior to such time), assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it)it and its participating interest in the risk relating to any Letters of Credit) and the other Loan Documents; provided that (ai) unless the Agent transfer is to an Eligible Assignee that is an affiliate of the assigning Bank, in which case consent shall not be required, the Agents and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower and the Agents, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations in respect of the Revolving Credit Loans and the Letters of Credit under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (ciii) each assignment shall be in a minimum amount of $ 5,000,000 (or, if less, the entire Commitment and Loans of the assignor) and (iv) the parties to such assignment shall execute and deliver to the AgentAgents, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoD hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) . In the event that either Agent holds a Total Percentage under this Credit Agreement in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not amount less than $5,000,000 unless ten percent (10%), such assignment is to another Bank or a Related Fund or unless such requirement is waived by Agent agrees that, at the request of the Borrower and the AgentBanks, and (f) the assignor provided no Default or Event of Default shall assign its entire interest have occurred and be continuing, such Agent shall resign as such Agent agrees in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borroweraccordance with 14.9 hereof. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunderhereunder (including, without limitation, those under 5.2.3), and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent Agents of the registration fee referred to in §18.218.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities all or Eligible Assignees a portion of its interests, rights and obligations under this Agreement (including all or a portion of 116 its Domestic Commitment Percentage and or Canadian Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itPercentage); provided that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (cb) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoI attached hereto (an "Assignment and Acceptance"), together with any Notes the Note subject to such assignment, (c) the Administrative Agent and, unless a Default or a Event of Default shall have occurred and be continuing or the assignment is to an Affiliate of the assigning Bank, the Borrower shall have given their prior written consent to each such assignment, which consent shall not be unreasonably withheld, (d) each assignment shall be in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans a minimum amount of not less than $5,000,000 unless (or, if less, such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the AgentBank's entire Commitment), and (fe) BKB (and its Affiliates) shall at all times prior to the assignor shall assign its entire interest in the Loans or retain occurrence of an interest in the Loans Event of not less than Default maintain a Commitment of at least $5,000,000 unless otherwise approved by Agent and Borrower15,000,000. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage Percentage, Acquisition Commitment and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment shall be in an amount that is [**] (or, if less, such Bank's entire Commitment and Acquisition Commitment), and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoG hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 20.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it, and the Revolving Credit Notes held by itit and its participating interest in the risk relating to any Letters of Credit or Bankers' 119 Acceptances); provided that (a) each of the Agent and, unless an Event of Default shall have occurred and be continuing, the Company shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Company, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment shall be in an amount that is a minimum amount of $5,000,000 (or such lesser amount if it is the assignors entire Commitment), (d) any Assignor making an assignment hereunder shall, simultaneously with making any assignment hereunder, also assign to the Eligible Assignee a pro rata portion of such assignor's interests, rights and obligations under the FIUI Credit Agreement, and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoF hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and BorrowerSecurity Trust Deed. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 20.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Facility A Commitment Percentage and Facility A Commitment and the same portion of its Facility B Commitment Percentage and Facility B Commitment, and the same portion of the Facility A Loans and Facility B Loans at the time owing to it, and the applicable Notes held by it, and its participating interest in the risk relating to any Letters of Credit); provided that (ai) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (ciii) except for assignments to a Person who is already a Bank, each assignment shall be in an amount that is a whole multiple of $5,000,000 (or, if less, such Bank's entire Total Commitment), and (iv) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoE hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 19.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it, it and the Revolving Credit Notes held by it); provided that (a) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the 61 63 case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment shall be in an amount that is a whole multiple of $1,000,000 (d) each Bank which is a Bank on the date hereof shall retain, free of any such assignment, an amount of its Commitment of not less than $1,000,000 and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoD hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ix) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (iiy) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 18.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks commercial banks, other financial institutions or other entities Persons, all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Company shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Company and the Agent, will not be unreasonably withheld withheld; except that the consent of the Company or delayed (provided that such consent the Agent shall not be required for in connection with any assignment by a Bank to another Bank, to (i) an existing Bank or (ii) a Related Fund Bank Affiliate of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) each assignment (or, in the case of assignments by a Bank to its Bank Affiliates, the aggregate holdings of such Bank and its Bank Affiliates after giving effect to such assignments), shall be in a minimum amount equal to $10,000,000 or a multiple of $5,000,000 in excess thereof (or, if less, such Bank's entire Commitment), and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoG hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (iy) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (iiz) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.220.3, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each ---------- -- ---------- -- ----- Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and/or Acquisition Commitment Percentage and Acquisition Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) each -------- of the Agent and the Borrower (except that the Borrower's consent shall not be required if an Event to Default has occurred and is continuing) shall have given its prior written consent to such assignment, which consent shall will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment shall be in an amount no less than $2,500,000, or a larger integral multiple of $1,000,000, or if less, the entire amount of such Bank's Commitment, Acquisition Commitment and Loans, and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretohereto (an "Assignment and Acceptance"), ------- together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2(S)19.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee and (iii) Schedule 1 -------- - shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 be amended to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, ) and the Notes held by it); provided that (ai) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (ciii) each assignment shall be in an amount that is a whole multiple of $5,000,000 (or such lesser amount as shall constitute the aggregate holdings of such Bank), and (iv) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) acceptance, substantially in the form of Exhibit J heretoEXHIBIT E hereto (an "ASSIGNMENT AND ACCEPTANCE"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2assignment, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each --------------------------------- Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment with respect to Revolving Credit Loans and the same portion of the Revolving Credit Loans at the time owing to it, and the Revolving Credit Notes held by it); provided that (a) each of the Agent and the -------- ---- Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations in respect of the Revolving Credit Loans under this Credit Agreement, (c) each assignment shall be in an amount of no less than $5,000,000, or, if less, the entire remaining amount of the assigning Bank’s rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an 's interest in the Term Loan is assignedRevolving Credit Loans, or a larger integral multiple of $1,000,000, (cd) each such assignment shall be effected simultaneously with a pro rata assignment of such Bank's interests, rights and --- ---- obligations under the Revolver Credit Agreement to such Eligible Assignee; and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoC --------- hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2(S)19.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, it and the Notes held by itit and its participating interest in the risk related to any Letters of Credit); provided PROVIDED that (i) either (a) such assignment is to another Bank or an affiliate of the assigning Bank or (b) the Administrative Agent shall have given its prior written consent to such assignment, which consent shall will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (ciii) each assignment shall be in a minimum amount of $500,000 (or if less, the entire Commitment of the assigning Bank), and (iv) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoEXHIBIT D hereto (an "ASSIGNMENT AND ACCEPTANCE"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof (unless an earlier effective date is agreed to by the Administrative Agent), (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §18.2ss.20.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it, and the Revolving Credit Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment shall be in an amount that is a whole multiple of $5,000,000 (or such smaller amount which represents the assigning Bank’s entire Commitment) and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement Assumption, substantially in the form of Exhibit E hereto (an “Assignment and Acceptance AgreementAssumption”) in the form of Exhibit J hereto), together with any Revolving Credit Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Assumption, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Assumption, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.220.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment or Gold Commitment and Gold Commitment Percentage, as the case may be, and the same portion of the Loans or Fair Market Value of Consigned Precious Metal at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent Agents and, unless a Default or an Event of Default shall have occurred and be continuing, the Borrower, shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in Dollar Facility or, as the event an interest in case may be, the Term Loan is assignedGold Facility, (c) each assignment shall be in an amount that is at least equal to $5,000,000, and (d) the parties to such assignment shall execute and deliver to the AgentAgents, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoL hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent Agents of the registration fee referred to in §18.2Section 22.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided PROVIDED that (ai) each of the Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (ciii) each assignment shall be in a minimum amount of $5,000,000 and (iv) BKB shall retain, free of any such assignment (other than an assignment of 100% of its interests, rights and obligations under this Credit Agreement), an amount of its Commitment of not less than the lesser of (A) $13,260,000 and (B) fifty-one percent (51%) of the sum of the Total Commitment as of the date of such assignment and (v) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoEXHIBIT F hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 19.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, --------------------------------- each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights rights, and obligations under this Agreement and under the Long-Term Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, ) and the Revolving Notes held by it); provided that (a) each of the Administrative Agent -------- and, so long as no Event of Default has occurred, the Borrower shall have given its prior written consent to such assignment, which consent shall will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to and under the Long-Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment of less than all of the assigning Bank's rights and obligations under this Agreement, shall be in an amount equal to $15,000,000 and in integral multiples of $1,000,000 in excess thereof, and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoG hereto (an "Assignment and Acceptance"), together --------- ------------------------- with any Revolving Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance acceptance, and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §18.2Section 16.3, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit or Swing Line Loans); provided that (ai) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Parent (as the representative of the Borrowers) shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Parent, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (ciii) each assignment shall be in a minimum amount that is $5,000,000 or greater, or the entire Commitment of such Bank and (iv) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoD hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2ss.17.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, it and the Notes held by it); provided that (ai) after giving effect to all such assignments the Agent number of Banks shall not exceed five (5), and (ii) other than with respect to assignments by any Bank to Affiliates of such Bank and so long as no Default or Event of Default shall have occurred and be continuing, that the Borrower shall have given its prior written consent to such assignment, which consent shall will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constantwithheld, and not a varying, percentage of all of the assigning Bank’s rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assigned, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoEXHIBIT G hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2ss.18.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (ai) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment Credit Agreement, (iii) each assignment shall be in the event an interest in the Term Loan is assignedminimum amount of $5,000,000, (civ) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoExhibitD hereto (an "Assignment and Acceptance"), together with any the Notes subject to such assignment, (dv) in unless a Default or Event of Default shall have occurred, no event Bank may assign its interests, rights and obligations hereunder during the period of eighteen (18) months commencing on the Closing Date, and (vi) unless a Default or Event of Default shall any assignment be to any Person controllinghave occurred, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee Fleet shall acquire an interest in the Term Loans retain a Commitment hereunder of not less than $5,000,000 unless such assignment is to another Bank or 20,000,000 and Citizens shall retain a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans Commitment hereunder of not less than $5,000,000 unless otherwise approved by Agent and Borrower10,000,000, in each case as such amounts are ratably adjusted for any reduction in the Total Commitment occurring after the Closing Date. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.218.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. (a) Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage Percentage(s) and Commitment Commitment(s) and the same portion of the Loans at the time owing to it, and it (including for purposes of this §20 participating interests in the Notes held by itrisk relating to any Letters of Credit); provided that in each case with respect to either of the Facilities (ai) (A) the Agent and, other than during an Event of Default, the Borrower each shall have given its prior written consent the right to approve any such assignmentEligible Assignee, which consent approval shall not be unreasonably withheld or delayed delayed, it being agreed that the Agent and the Borrower, as applicable, must approve or reject a proposed assignee within seven (7) days of receiving a written request from any Bank for such approval (provided that such consent shall not be required the request for any assignment approval sent to another Bankeach of the Agent and the Borrower, to a Related Fund of such Bankrespectively, to a bank which is under common control conspicuously marked with the assigning following legend: “REQUEST FOR APPROVAL – TIME SENSITIVE – MUST RESPOND WITHIN SEVEN (7) DAYS”) and if the Agent or the Borrower, as applicable, fails to respond within such seven (7) day period, such request for approval shall be deemed approved by, respectively, the Agent or the Borrower, as the case may be, and (B) each Fronting Bank or shall have the right to a wholly-owned Subsidiary approve any such Eligible Assignee in connection with an assignment of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)any Revolving Credit Commitments, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s rights and obligations under this Agreement with respect Agreement, except that this clause (ii) shall not prohibit any Bank from assigning all or a portion of its rights and obligations in the Total Revolving Credit Commitments and any Incremental Term Loan Facility on a non-pro rata basis, (iii) subject to the Term Loan provisions of §2.7, after giving effect to such assignment, both the assignee and assignor Banks shall have at all times an amount of its Commitments (which for this purpose includes Loans outstanding thereunder) or, if any Commitment is not then in effect, the principal outstanding balance of the applicable Loans, of not less than $10,000,000 unless otherwise consented to by the Agent and, other than during an Event of Default, the Borrower; provided, however, in the event case of an interest assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the Term Loan is case of an assignment to a Bank, an Affiliate of a Bank or an Eligible Assignee, no minimum amount need be assigned, ; and (civ) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form of Exhibit J heretoAssumption, together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agentassignee, and (f) if not already a Bank hereunder prior to such assignment, shall deliver to the assignor shall assign its entire interest in the Loans or retain Agent an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and BorrowerAdministrative Questionnaire. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Assumption, which effective date shall be at least two (2) Business Days after the execution thereof unless otherwise agreed by the Agent (provided any assignee has assumed the obligation to fund any outstanding Eurocurrency Rate Loans), (iA) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Assumption, have the rights and obligations of a Bank hereunderhereunder and thereunder, and (iiB) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.220.3, be released from its obligations under this AgreementAgreement but shall continue to be entitled to the benefits of §§5.2, 5.6, 5.9 and 17 with respect to facts and circumstances occurring prior to the effective date of such assignment (but subject, in all events to the limitations set forth in §5.8, if applicable); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Delinquent Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Delinquent Bank. Any such Assignment and Assumption shall run to the benefit of the Borrower and a copy of any such Assignment and Assumption shall be delivered by the Assignor to the Borrower. (b) Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Bank may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Bank, (y) an Affiliate of such Bank provided that such Affiliate is an Eligible Assignee. Without limiting the provisions of §17, with respect to an assignment by a Bank to its Affiliate or to another Bank which does not require the consent of the Borrower, unless such assignment occurs at the request of the Borrower, the Borrower shall not be responsible for any costs or expenses attributable to such assignment, all of which shall be payable by the assigning Bank. (c) No assignment shall be made (i) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (ii) to any Delinquent Bank or any of its Subsidiaries, or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person (or to a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person). (d) In connection with each assignmentany assignment of rights and obligations of any Delinquent Bank hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee shall represent of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and warrant the Agent, the applicable pro rata share of Loans previously requested but not funded by the Delinquent Bank, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Delinquent Bank to the Agent, any Fronting Bank or any Bank hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit in accordance with its Commitment Percentage (based upon such Delinquent Bank’s percentage of the assignor Total Revolving Credit Commitment). Notwithstanding the foregoing, in the event that any assignment of rights and each other obligations of any Delinquent Bank as hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to whether be a Delinquent Bank for all purposes of this Agreement until such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignmentcompliance occurs.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks Eligible Assignees or other entities any of such Bank's affiliates, which affiliate shall not be required to be an Eligible Assignee, all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing or such assignment is being made by FNBB within six months of the Closing Date, the Parent shall have given its prior written consent to such assignment, which consent, in the case of the Parent, will not be unreasonably withheld; provided, however, in the event of an assignment by an Bank to its affiliate, the consent of the Agent and the Borrower shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), required; (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, and (c) the each assignment shall be in an amount that is not less than $10,000,000. The parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoK hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be 82 -76- a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 20.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities any Eligible Assignee all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed assignment (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) a notice of such assignment in the form of Exhibit J heretoreasonably required by Agent, together with any Notes subject to such assignmentassignment (in the event that any of the original Notes have been lost or destroyed, a lost-note affidavit shall be delivered in place of such lost or destroyed Notes), (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent2,000,000, and (fe) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by 2,000,000, and (f) the assignee and assignor shall execute and deliver to Agent an Assignment and BorrowerAcceptance Agreement in the form of Exhibit E attached hereto and made a part hereof. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2ss.18.2, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the GuarantorsBorrower. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights rights, and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, ) and the Notes held by it); provided that (a) each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)delayed, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment of less than all of the assigning Bank's rights and obligations under this Credit Agreement, shall be in an amount equal to $10,000,000 or in integral multiples of $1,000,000 in excess thereof, and (d) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoL hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance acceptance, and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §18.2Section 17.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund subsidiary of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form a notice of Exhibit J heretosuch assignment, together with any Notes subject to such assignment, (d) in no event shall any assignment voting, consent or approval rights of a Bank be assigned to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, the Borrower, any of its general partners, the Borrower Guarantor or their respective Subsidiaries, which rights shall instead be allocated pro rata among the Guarantorsother remaining Banks, (e) such assignee shall acquire an interest in have a net worth as of the Term Loans date of such assignment of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or 500,000,000 unless such requirement is waived in writing by the Borrower and the Agent, and (f) such assignment is subject to the assignor terms of any intercreditor agreement among the Banks and the Agent, and (g) such assignee shall assign its entire interest in the Loans or retain acquire an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower10,000,000.00. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §Section 18.2, be released from its obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower Borrower, its general partners, and the Guarantor or their respective Subsidiaries. Notwithstanding anything herein to the Guarantorscontrary, in the event that BankBoston shall at any time hold a Commitment equal to or less than $20,000,000.00 then BankBoston shall first provide written notice thereof to the Banks and shall offer to resign as Agent, which offer must be accepted in writing by the Majority Banks within fifteen (15) days of delivery of such notice by Agent (for the purposes of this sentence only BankBoston shall be deemed to have accepted its own offer to resign). A failure to accept such offer within such period shall be deemed a rejection of such offer. NationsBank shall have a period of fifteen (15) calendar days following the acceptance by the Majority Banks of BankBoston's offer to resign within which to elect to replace BankBoston as Agent (provided, however, that the option of NationsBank to replace BankBoston as Agent shall be null and void in the event that NationsBank has at such time, without regard to any assignment to be made by BankBoston, a Commitment which is not greater than or equal to the Commitment of each other Bank other than BankBoston or in the event that within such thirty (30) calendar day period the Majority Banks do not approve NationsBank so acting as Agent). In the event that the Majority Banks have accepted BankBoston's offer to resign and NationsBank declines to replace BankBoston as Agent, is not eligible to replace BankBoston as Agent or is not approved by the Majority Banks as the successor Agent as provided above, BankBoston shall thereafter resign as Agent as provided in this Agreement in the event that a successor Agent from among the Banks is not selected by the Majority Banks or does not accept such appointment within fifteen (15) calendar days following receipt of notice from Agent that NationsBank has declined to replace BankBoston as Agent or a determination or vote that NationsBank is ineligible or not approved. Except with respect to the rights of NationsBank as provided above to succeed BankBoston as Agent, each Agent, as a condition to any resignation of its position as Agent shall be required to provide written notice thereof to the other Banks and provide the Majority Banks an opportunity to designate a successor Agent within thirty (30) calendar days following receipt of such notice in the same manner as provided above. Upon any such assignmentchange in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may unilaterally amend Schedule 1.1 be necessary to reflect any such assignmentsubstitute the successor Agent for the resigning or removed Agent.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Revolving Credit Commitment Percentage and Revolving Credit Commitment and the same portion of the Revolving Credit Loans at the time owing to it, it and the Revolving Credit Notes held by it and its participating interest in the risk related to any Letters of Credit and the same portion of its Term Loan Commitment Percentage and Term Loan Commitment and the same portion of the Term Loan owing to it and the Term Note held by it); provided that (i) either (a) such assignment is to another Bank or an affiliate of the Agent assigning Bank or (b) each of the Agents shall have given its their prior written consent to such assignment, which consent shall will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to Credit Agreement, (iii) each assignment shall be in a minimum amount of $5,000,000 or a larger integral multiple of $1,000,000 in excess thereof (or if less, the entire Revolving Credit Commitment and Term Loan Commitment in of the event an interest in the Term Loan is assigned, assigning Bank) and (civ) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoD hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof (unless an earlier effective date is agreed to by the Agents), (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §18.2ss.22.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each --------------------------------- Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, ) and the Notes held by it); provided that (ai) -------- each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower and the Agent, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (ciii) each assignment shall be in an amount that is a whole multiple of $5,000,000, and (iv) each Bank which is a Bank on the date hereof shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000, and (v) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoH ------- - hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2(S)17.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment shall be in an amount that is a whole multiple of $5,000,000 and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoD hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 19.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, --------------------------------- each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at and Competitive Bid Advances the time owing to it, it and the Notes held by it); provided that (a) the Agent and the Borrower shall have given its -------- their prior written consent to such assignment, which consent shall will not be unreasonably withheld or delayed (provided that such withheld, provided, that, no consent of the Borrower shall not be -------- ---- required for any in connection with an assignment to another Bank, to a Related Fund an Affiliate of such Bank, to a bank which is under common control with the assigning any Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such the Federal Reserve Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment Credit Agreement, each assignment shall be in the event an interest in the Term Loan amount that is assigneda whole multiple of $5,000,000, (c) and the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoG --------- hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2(S)17.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally shall have the power and authority to amend Schedule 1.1 1 hereto to reflect any changes in the Commitments, the -------- - Commitment Percentages, the Domestic Lending Offices and such assignmentother changes that the Agent deems to be necessary in order to effectuate such assignments.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent -------- and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each if such assignment is to an Eligible Assignee which is not an existing bank, then such assignment shall be either such Bank's entire interest or be in an amount that is $2,500,000 or a multiple of a constant$1,000,000 in excess thereof, and not a varying, percentage of all of the assigning Bank’s rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assigned, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoF hereto (an "Assignment and ------- - Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2(S)20.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, it and the Notes held by it); provided PROVIDED that (a) the Agent and unless a Default or Event of Default shall have occurred, the Borrowers shall have given its their prior written consent to such assignment, which consent shall consent, in the case of the Borrowers, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (c) each assignment shall be in an amount that is a whole multiple of $5,000,000 unless such assigning Bank is assigning its entire Commitment, and (d) unless a Default or Event of Default shall have occurred each Bank (other than Bank of Boston Connecticut) which is a Bank on the date hereof shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000, (e) unless a Default or Event of Default shall have occurred, Bank of Boston Connecticut shall retain free of any such assignment (exclusive of assignments to its Affiliates) not less than forty percent (40%) of the Total Commitment and (f) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoEXHIBIT C hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2/section/18.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, ) and the Notes held by it); provided that (a) each of the Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Credit Agreement with respect provided, that BkB shall be permitted to assign a portion of its Loans and Commitments which excludes the Term Loan Commitment in the event an interest in the Term Loan is assignedBkB Existing Debt, (c) each assignment shall be in an amount that is a minimum of $5,000,000, and (d) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoE hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (ia) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (iib) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 19.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund subsidiary of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form a notice of Exhibit J heretosuch assignment, together with any Notes subject to such assignment, (d) in no event shall any assignment voting, consent or approval rights of a Bank be assigned to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, the Borrower, any of its general partners, the Borrower Guarantor or their respective Subsidiaries, which rights shall instead be allocated pro rata among the Guarantorsother remaining Banks, (e) such assignee shall acquire an interest in have a net worth as of the Term Loans date of such assignment of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or 500,000,000 unless such requirement is waived in writing by the Borrower and the Agent, and (f) such assignment is subject to the assignor terms of any intercreditor agreement among the Banks and the Agent, and (g) such assignee shall assign its entire interest in the Loans or retain acquire an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower10,000,000.00. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §Section 18.2, be released from its obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower Borrower, its general partners, and the Guarantor or their respective Subsidiaries. Notwithstanding anything herein to the Guarantorscontrary, in the event that BankBoston shall at any time hold a Commitment equal to or less than $20,000,000.00 then BankBoston shall first provide written notice thereof to the Banks and shall offer to resign as Agent, which offer must be accepted in writing by the Majority Banks within fifteen (15) days of delivery of such notice by Agent (for the purposes of this sentence only BankBoston shall be deemed to have accepted its own offer to resign). A failure to accept such offer within such period shall be deemed a rejection of such offer. NationsBank shall have a period of fifteen (15) calendar days following the acceptance by the Majority Banks of BankBoston's offer to resign within which to elect to replace BankBoston as Agent (provided, however, that the option of NationsBank to replace BankBoston as Agent shall be null and void in the event that NationsBank has at such time, without regard to any assignment to be made by BankBoston, a Commitment which is not greater than or equal to the Commitment of each other Bank other than BankBoston or in the event that within such thirty (30) calendar day period the Majority Banks do not approve NationsBank so acting as Agent). In the event that the Majority Banks have accepted BankBoston's offer to resign and NationsBank declines to replace BankBoston as Agent, is not eligible to replace BankBoston as Agent or is not approved by the Majority Banks as the successor Agent as provided above, BankBoston shall thereafter resign as Agent as provided in this Agreement in the event that a successor Agent from among the Banks is not selected by the Majority Banks or does not accept such appointment within fifteen (15) calendar days following receipt of notice from Agent that NationsBank has declined to replace BankBoston as Agent or a determination or vote that NationsBank is ineligible or not approved. Except with respect to the rights of NationsBank as provided above to succeed BankBoston as Agent, each Agent, as a condition to any resignation of its position as Agent shall be required to provide written notice thereof to the other Banks and provide the Majority Banks an opportunity to designate a successor Agent within thirty (30) calendar days following receipt of such notice in the same manner as provided above. Upon any such assignmentchange in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may unilaterally amend Schedule 1.1 be necessary to reflect any such assignmentsubstitute the successor Agent for the resigning or removed Agent.

Conditions to Assignment by Banks. (a) Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (ai) (A) the Agent and, other than during an Event of Default, the Borrower each shall have given its prior written consent the right to approve any such assignmentEligible Assignee, which consent approval shall not be unreasonably withheld or delayed delayed, it being agreed that the Agent and the Borrower, as applicable, must approve or reject a proposed assignee within seven (7) days of receiving a written request from any Bank for such approval (provided that such consent shall not be required the request for any assignment approval sent to another Bankeach of Agent and Borrower, to a Related Fund of such Bankrespectively, to a bank which is under common control conspicuously marked with the assigning following legend: “REQUEST FOR APPROVAL – TIME SENSITIVE – MUST RESPOND WITHIN SEVEN (7) DAYS”) and if the Agent or the Borrower, as applicable, fails to respond within such seven (7) day period, such request for approval shall be deemed approved by, respectively, the Agent or the Borrower, as the case may be, and (B) the Swingline Lender and the Fronting Bank or shall have the right to a wholly-owned Subsidiary of approve any such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)Eligible Assignee, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s rights and obligations under this Agreement with respect Agreement, (iii) subject to the Term Loan provisions of §2.7, after giving effect to such assignment, both the assignee and assignor Banks shall have at all times an amount of its Commitment of not less than $10,000,000 unless otherwise consented to by the Agent and, other than during an Event of Default, the Borrower; provided, however, in the event case of an interest assignment of the entire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the Term Loan is case of an assignment to a Bank, an Affiliate of a Bank or an Eligible Assignee, no minimum amount need be assigned, ; and (civ) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form of Exhibit J heretoAssumption, together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agentassignee, and (f) if not already a Bank hereunder prior to such assignment, shall deliver to the assignor shall assign its entire interest in the Loans or retain Agent an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and BorrowerAdministrative Questionnaire. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Assumption, which effective date shall be at least two (2) Business Days after the execution thereof unless otherwise agreed by the Agent (provided any assignee has assumed the obligation to fund any outstanding Eurocurrency Rate Loans), (iA) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Assumption, have the rights and obligations of a Bank hereunderhereunder and thereunder, and (iiB) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.220.3, be released from its obligations under this Agreement; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Delinquent Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Delinquent Bank. Any such Assignment and Assumption shall run to the benefit of the Borrower and a copy of any such Assignment and Assumption shall be delivered by the Assignor to the Borrower. (b) Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Bank may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Bank, (y) an Affiliate of such Bank provided that such Affiliate is an Eligible Assignee. Without limiting the provisions of §17, with respect to an assignment by a Bank to its Affiliate or to another Bank which does not require the consent of the Borrower, unless such assignment occurs at the request of the Borrower, the Borrower shall not be responsible for any costs or expenses attributable to such assignment, all of which shall be payable by the assigning Bank. (c) No assignment shall be made (i) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (ii) to any Delinquent Bank or any of its Subsidiaries, or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause (ii), or (iii) to a natural Person. (d) In connection with each assignmentany assignment of rights and obligations of any Delinquent Bank hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee shall represent of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and warrant the Agent, the applicable pro rata share of Loans previously requested but not funded by the Delinquent Bank, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Delinquent Bank to the Agent, the assignor Fronting Bank or any Bank hereunder (and each other interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Delinquent Bank as hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to whether be a Delinquent Bank for all purposes of this Agreement until such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignmentcompliance occurs.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that that (a) the Agent shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form a notice of Exhibit J heretosuch assignment, together with any Notes subject to such assignment, (d) in no event shall any assignment voting, consent or approval rights of a Bank be assigned to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower Borrower, or the Guarantors, which rights shall instead be allocated pro rata among the other remaining Banks, (e) such assignee shall acquire an interest in have a net worth as of the Term Loans date of such assignment of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent500,000,000, and (f) the assignor such assignee shall assign its entire interest in the Loans or retain acquire an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower10,000,000. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §Section 18.2, be released from its obligations under this Agreement, and (iii) the Agent may unilaterally amend Schedule 1 to reflect such assignment. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or and the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each --------------------------------- Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Revolving Credit Loans at the time owing to it, and the Revolving Credit Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (ai) each Agent and, unless a Default or Event of Default -------- shall have occurred and be continuing, the Agent Borrower, shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (ciii) each assignment shall be in an amount that is a whole multiple of $5,000,000 or the entire amount of such Bank's Commitment, and (iv) the parties to such assignment shall execute and deliver to the Loan and Collateral Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoE hereto (an "Assignment and Acceptance"), together with any Revolving ------- - ------------------------- Credit Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Loan and Collateral Agent of the registration fee referred to in §18.2(S)19.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided PROVIDED that (ai) each of the Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall consent, in the case of the Borrower, will not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund of such Bank)withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s 's rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedCredit Agreement, (ciii) each assignment shall be in a minimum amount of $5,000,000 and (iv) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) Acceptance, substantially in the form of Exhibit J heretoEXHIBIT D hereto (an "Assignment and Acceptance"), together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or the Guarantors, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower. Upon such execution, delivery, acceptance and recording, of such notice of assignmentfrom and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignmentAssignment and Acceptance, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2Section 19.3, be released from its obligations under this Credit Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or the Guarantors. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided herein, each Bank may assign to one or more banks or other entities all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it); provided that (a) the Agent Agent, and provided no Event of Default exists, the Borrowers shall have given its their prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Bank, to a bank which is under common control with the assigning Bank or to a wholly-owned Subsidiary subsidiary of such Bank provided that such assignee shall remain a wholly-owned Subsidiary or Related Fund subsidiary of such Bank), (b) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Bank’s rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest in the Term Loan is assignedAgreement, (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance Agreement (an “Assignment and Acceptance Agreement”) a notice of such assignment in the form of Exhibit J heretoreasonably required by Agent, together with any Notes subject to such assignment, (d) in no event shall any assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, any of the Borrower or Borrowers and the GuarantorsGuarantor, (e) such assignee shall acquire an interest in the Term Loans of not less than $5,000,000 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent5,000,000, and (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 unless otherwise approved by Agent and Borrower5,000,000. Upon such execution, delivery, acceptance and recording, of such notice of assignment, (i) the assignee thereunder shall be a party hereto and all other Loan Documents executed by the Banks and, to the extent provided in such assignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §18.2, be released from its obligations under this Agreement. In connection with each assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by, the Borrower or Borrowers and the GuarantorsGuarantor. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 1 to reflect any such assignment.