Common use of Assignment by Lenders Clause in Contracts

Assignment by Lenders. Each Lender may, with the consent of the Borrower (so long as no Event of Default has occurred and is continuing and except in the case of an assignment to another Lender or an Affiliate of a Lender) and the consent of the Administrative Agent (except in the case of an assignment to another Lender), which consents shall not be unreasonably withheld or delayed (provided that the Borrower shall be deemed to have consented to any such assignment if it shall not have objected thereto in writing within five (5) Business Days after receiving notice thereof from the Administrative Agent), assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans at the time owing to it and the Notes held by it); provided that: (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement; (ii) if less than all of the assigning Lender’s outstanding Loans are to be assigned, the outstanding Loans so assigned shall not be less than $5,000,000; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of Exhibit G attached hereto (an “Assignment and Acceptance”), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the SEC or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording, from 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, (A) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereby and (B) the Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement.

Assignment by Lenders. Each Lender may, with the consent of the Borrower (so long as no Event of Default has occurred and is continuing and except in the case of an assignment to another Lender or an Affiliate of a Lender) and the consent of the Administrative Agent (except in the case of an assignment to another Lender), which consents shall not be unreasonably withheld or delayed (provided that the Borrower shall be deemed to have consented to any such assignment if it shall not have objected thereto in writing within five (5) Business Days after receiving notice thereof from the Administrative Agent), assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans at the time owing to it and the Notes held by it); provided that: (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement; ; (ii) if less than all of the assigning Lender’s outstanding Loans are 's Commitment is to be assigned, the outstanding Loans Commitment so assigned shall not be less than $5,000,000; 5,000,000 (other than to an Assignee who is then a Lender under this Agreement, the C-TEC Credit Facility, the CCSM Credit Facility or the Cable Systems Credit Facility); (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of Exhibit G F attached hereto --------- (an “"Assignment and Acceptance”"), together with any Note or Notes subject to such assignment; ; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the SEC Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment -------- by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording, from 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, (A) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereby and (B) the Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement.

Assignment by Lenders. Each Lender may, with the consent of the Borrower (so long as no Event of Default has occurred and is continuing and except in the case of an assignment to another Lender or an Affiliate of a Lender) and the consent of the Administrative Agent (except in the case of an assignment to another Lender), which consents shall not be unreasonably withheld or delayed (provided that the Borrower shall be deemed to have consented to any such assignment if it shall not have objected thereto in writing within five (5) Business Days after receiving notice thereof from the Administrative Agent), assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans at the time owing to it and the Notes held by it); provided that: (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement; ; (ii) if less than all of the assigning Lender’s outstanding Loans are 's Commitment is to be assigned, the outstanding Loans Commitment so assigned shall not be less than $5,000,000; ; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of Exhibit G attached hereto (an “--------- "Assignment and Acceptance”"), together with any Note or Notes subject to such assignment; ; (iv) such assignment shall not, without the consent of the BorrowerBorrowers, require the Borrower Borrowers to file a registration statement with the SEC Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a -------- Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording, from 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, (A) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereby and (B) the Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement.

Assignment by Lenders. Each Lender may, with the consent of the Borrower (so long as no Event of Default has occurred and is continuing and except in the case of an assignment to another Lender or an Affiliate of a Lender) and the consent of the Administrative Agent (except in the case of an assignment to another Lender), which consents shall not be unreasonably withheld or delayed (provided that the Borrower shall be deemed to have consented to any such assignment if it shall not have objected thereto in writing within five (5) Business Days after receiving notice thereof from the Administrative Agent), assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans at the time owing to it and the Notes held by it); provided that: (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement; ; (ii) if less than all of the assigning Lender’s outstanding Loans are 's Commitment is to be assigned, the outstanding Loans Commitment so assigned shall not be less than $5,000,000; ; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of Exhibit G attached H hereto (an “"Assignment and Acceptance”"), together with --------- any Note or Notes subject to such assignment; ; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the SEC Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and ; (v) no consent of the Borrower or the Administrative Agent shall be required for an assignment to an affiliate or Subsidiary of the assigning Lender; and (vi) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any -------- assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording, from 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, (A) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereby and (B) the Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement.

Assignment by Lenders. (a) Each Lender maymay assign to one or more assignees all or an undivided Pro Rata portion of its rights and obligations under this Agreement (which portion shall include a Pro Rata portion of its Lending Amount and the Loans at the time owing to it); provided that, with the consent of the Borrower (so long as no Event of Default has occurred and is continuing and except in the case of an assignment to another an Affiliate of the Lender or an Affiliate of a Lender) and Approved Fund, such assignment is subject to the prior written consent of the Administrative Agent (except in the case of an assignment to another Lender), which consents consent shall not be unreasonably withheld or delayed (provided that the Borrower shall be deemed to have consented to any withheld). Each such assignment if it shall not have objected thereto in writing within five (5) Business Days after receiving notice thereof from the Administrative Agent), assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans at the time owing to it and the Notes held by it); provided that: (i) each such partial assignment shall be in a minimum principal amount of a constant, $100,000 (unless otherwise agreed by the Agent in its sole discretion) and not a varying, percentage integral multiples of all the assigning Lender’s rights and obligations under this Agreement$50,000 in excess of that amount; (ii) if less than all Subject to notification of the assigning Lender’s outstanding Loans are to be assignedan assignment, the outstanding Loans so assigned shall not be less than $5,000,000; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of Exhibit G attached hereto (an “Assignment and Acceptance”), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the SEC or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording, from 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, (A) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptanceof the interest assigned, have the rights and obligations of a the assigning Lender hereby under this Agreement, and (B) the such Lender thereunder shall, to the extent provided in such assignmentof the interest assigned, be released from its bligetions under this Agreement (and, in the case of an assignment covering all of the Lender’s rights and obligations under this Agreement, the Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 2.9, Section 2.10 and Section 8.4). Each Loan Party hereby agrees to execute any amendment and/or any other document that may be necessary to effectuate such an assignment. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by the Lender of a participation in such rights and obligations in accordance with paragraph (b) of this Section 8.10. (b) Each Lender may, without the consent of the Agent or the Borrower, sell participations to one or more banks or other entities in all or a portion of the Lender’s rights and obligations under this Agreement (including all or a portion of its Lending Amount and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Agent and the Borrower shall continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement. (c) Each Lender may at any time, without the consent of the Agent or the Borrower, pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment of a security interest shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (d) Each Lender’s Lending Amount shall be represented by a Note in the original principal amount of that Lender’s Lending Amount. Any Lender wishing to assign all or a Pro Rata interest in its rights and obligations under this Agreement shall surrender its Note to the Agent, duly endorsed for cancellation; whereupon the Agent shall cause to be issued one or more replacement Notes reflecting said assignment. The Borrower agrees to cooperate with the Agent in effectuating the issuance of all such replacement Note(s); and in the event that the Borrower does not execute and deliver such replacement Note(s) within five (5) Business Days after demand by the Agent therefor, the Borrower hereby grants to the Agent, together with the Agent’s representatives, an irrevocable power of attorney, couple with an interest, to execute and deliver to the assigning Lender and/or its designees the replacement Note(s).

Assignment by Lenders. Each Lender may, with the consent of the Borrower (so long as no Event of Default has occurred and is continuing and except in the case of an assignment to another Lender or an Affiliate of a Lender) and the consent of the Administrative Agent (except in the case of an assignment to another Lender)Agent, which consents consent shall not be unreasonably withheld or delayed (provided that the Borrower shall be deemed to have consented to any such assignment if it shall not have objected thereto in writing within five (5) Business Days after receiving notice thereof from the Administrative Agent)withheld, assign assign, to one or more Eligible Assignees Assignees, all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans Extensions of Credit at the time owing to it and the Notes held by it); provided that: (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement; ; (ii) if less than all of the assigning Lender’s outstanding Loans are 's Commitment is to be assigned, the outstanding Loans Commitment so assigned shall not be less than $5,000,000; 5,000,000.00; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of Exhibit G attached hereto (an “"Assignment and Acceptance”"), together with any Note or Notes subject to such assignment; ; (iv) such assignment shall not, without the consent of the BorrowerCompany, require the Borrower Company to file a registration statement with the SEC Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 2,000.00 upon the execution by such Lender of the Assignment and Acceptance; provided that that, no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording, from 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, (A) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereby hereby, and (B) the Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement.

Assignment by Lenders. Each Lender may, with the consent of the Borrower Borrowers (so long as no Default or Event of Default has occurred and is continuing and except in the case of an assignment to another Lender or an Affiliate of a Lendercontinuing) and the consent of the Administrative Agent (except in the case of an assignment to another Lender)Agent, which consents shall not be unreasonably withheld withheld, delayed or delayed (provided that the Borrower shall be deemed to have consented to any such assignment if it shall not have objected thereto in writing within five (5) Business Days after receiving notice thereof from the Administrative Agent)denied, assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans Extensions of Credit at the time owing to it and the Notes held by it); provided that: (i) 13.13.2.1 each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement; (ii) ; 13.13.2.2 if less than all of the assigning Lender’s outstanding Loans are 's Commitment is to be assigned, the outstanding Loans Commitment so assigned shall not be less than Three Million ($5,000,000; (iii3,000,000) Dollars, or the total amount of such Lender's Commitment, if such amount is less; 13.13.2.3 the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of Exhibit G F attached hereto (an “"Assignment and Acceptance”"), together with any Note or Notes subject to such assignment; (iv) ; 13.13.2.4 such assignment shall not, without the consent of the Borrower, Borrowers require the Borrower Borrowers to file a registration statement with the SEC Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) and 13.13.2.5 the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording, from 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, (Ai) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereby hereby, and (Bii) the Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement.

Assignment by Lenders. Each Lender may, with the consent of the Borrower (so long as no Event of Default has occurred and is continuing and except in the case of an assignment to another Lender or an Affiliate of a Lender) and the consent of the Administrative Agent (except in the case of an assignment to another Lender), which consents shall not be unreasonably withheld or delayed (provided that the Borrower shall be deemed to have consented to any such assignment if it shall not have objected thereto in writing within five (5) Business Days after receiving notice thereof from the Administrative Agent), assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans at the time owing to it and the Notes held by it); provided that: (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement; ; (ii) if less than all of the assigning Lender’s outstanding Loans are 's Commitment is to be assigned, the outstanding Loans Commitment so assigned shall not be less than $5,000,000 and the Commitment so retained shall not be less than $5,000,000; ; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of Exhibit G attached hereto (an “"Assignment and --------- Acceptance”)") , together with any Note or Notes subject to such assignment; ; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the SEC Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 3,000 upon the execution by such Lender of the Assignment and Acceptance; provided provided, that no such fee shall be payable upon any assignment by a Lender to -------- an Affiliate thereof. Upon such execution, delivery, acceptance and recording, from 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, (A) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereby and (B) the Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement.

Assignment by Lenders. Each Lender may, with the consent of the Borrower (so long as no Event of Default has occurred and is continuing and except in the case of an assignment to another Lender or an Affiliate of a Lender) and the consent of the Administrative Agent (except in the case of an assignment to another Lender), which consents shall not be unreasonably withheld or delayed (provided that the Borrower shall be deemed to have consented to any such assignment if it shall not have objected thereto in writing within five (5) Business Days after receiving notice thereof from the Administrative Agent), assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans at the time owing to it and the Notes held by it); provided that: (i) each such assignment (other than an assignment of the IPC Acquisition Commitment) shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement; ; (ii) if less than all of the assigning Lender’s outstanding Loans are 's Commitment is to be assigned, the outstanding Loans Commitment so assigned shall not be less than $5,000,000; ; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of Exhibit G attached H hereto (an “"Assignment and --------- Acceptance”"), together with any Note or Notes subject to such assignment; ; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the SEC Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and ; (v) no consent of the Borrower or the Administrative Agent shall be required for an assignment to an affiliate or Subsidiary of the assigning Lender; and (vi) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no -------- such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording, from 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, (A) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereby and (B) the Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement.

Assignment by Lenders. Each Lender may, with the consent of the Borrower (so long as no Event of Default has occurred and is continuing and except in the case of an assignment to another Lender or an Affiliate of a Lender) and the consent of the Administrative Agent (except in the case of an assignment to another Lender), which consents shall not be unreasonably withheld or delayed (provided that the Borrower shall be deemed to have consented to any such assignment if it shall not have objected thereto in writing within five (5) Business Days after receiving notice thereof from the Administrative Agent), assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans at the time owing to it and the Notes held by it); provided that: (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement; ; (ii) if less than all of the assigning Lender’s outstanding Loans are 's Commitment is to be assigned, the outstanding Loans Commitment so assigned shall not be less than $5,000,000 and the Commitment so retained shall not be less than $5,000,000; ; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of Exhibit G attached hereto --------- (an “"Assignment and Acceptance”)") , together with any Note or Notes subject to such assignment; ; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the SEC Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 3,000 upon the execution by such Lender of the Assignment and Acceptance; provided provided, that no such fee shall be payable upon any assignment by a Lender to -------- an Affiliate thereof. Upon such execution, delivery, acceptance and recording, from 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, (A) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereby and (B) the Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement.

Assignment by Lenders. Each Lender may, with the consent of the Borrower (so long as no Event of Default has occurred and is continuing and except in the case of an assignment to another Lender or an Affiliate of a Lender) and the consent of the Administrative Agent (except in the case of an assignment to another Lender)Agent, which consents consent shall not be unreasonably withheld or delayed (provided that the Borrower shall be deemed to have consented to any such assignment if it shall not have objected thereto in writing within five (5) Business Days after receiving notice thereof from the Administrative Agent)withheld, assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans Extensions of Credit at the time owing to it and the Notes held by it); provided PROVIDED that: (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement; ; (ii) if less than all of the assigning Lender’s outstanding Loans are 's Commitment is to be assigned, the outstanding Loans Commitment so assigned shall not be less than $5,000,000; ; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of Exhibit G F attached hereto (an “"Assignment and Acceptance”"), together with any Note or Notes subject to such assignment; ; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the SEC Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording, from 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, (A) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereby and (B) the Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement.

Assignment by Lenders. Each Except as provided herein, each Lender may, with the consent of the Borrower (so long as no Event of Default has occurred and is continuing and except in the case of an assignment to another Lender or an Affiliate of a Lender) and the consent of the Administrative Agent (except in the case of an assignment to another Lender), which consents shall not be unreasonably withheld or delayed (provided that the Borrower shall be deemed to have consented to any such assignment if it shall not have objected thereto in writing within five (5) Business Days after receiving notice thereof from the Administrative Agent), may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, including all or a portion of its Pro Rata Share and the same portion of the Loans at the time owing to it and its participating interest in the Notes held by itrisk relating to any Letters of Credit Accommodations); provided that: that (i) unless such assignment is to an Affiliate of a Lender or to a Person which is, at the time of such assignment, a Lender hereunder, so long as no Default or Event of Default shall have occurred and be continuing, the Agent shall have given its prior written consent to such assignment (with such consent not to be unreasonably withheld), (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement; , (iiiii) if less than all of the assigning Lender’s outstanding Loans are to each assignment shall be assigned, the outstanding Loans so assigned shall in an amount that is not be less than $5,000,000; 5,000,000 and if greater, in whole multiples of $1,000,000, and (iiiiv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), an Assignment and Acceptance Acceptance, substantially in the form of Exhibit G attached D hereto (an “"Assignment and Acceptance”"), together with any Note or Notes subject to such assignment; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the SEC or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording, from and after the effective date for such assignment specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (Ai) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereby hereunder, and (Bii) the assigning Lender thereunder shall, to the extent provided in such assignmentassignment and upon payment to the Agent of the registration fee, if any, referred to in Section 12.8, be released from its obligations under this Agreement.

Assignment by Lenders. Each Lender may, with the consent of the Borrower (so long as Agent and, provided no Event of Default has shall have occurred and is continuing and except in the case of an assignment to another Lender or an Affiliate of a Lender) and be continuing, the consent of the Administrative Agent (except in the case of an assignment to another Lender)Borrower, which consents consent shall not be unreasonably withheld or delayed (provided that the Borrower shall be deemed to have consented to any such assignment if it shall not have objected thereto in writing within five (5) Business Days after receiving notice thereof from the Administrative Agent)withheld, assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans Extensions of Credit at the time owing to it and the Notes held by it); provided that: (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement; ; (ii) if less than all of the assigning Lender’s outstanding Loans are 's Commitment is to be assigned, the outstanding Loans Commitment so assigned shall not be less than $5,000,000; 10,000,000; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of Exhibit G F attached hereto (an “"Assignment and Acceptance”"), together with any Note or Notes subject to such assignment; ; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the SEC Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording, from 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, (A) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereby and (B) the Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement.

Assignment by Lenders. Each Lender may, with the consent of the Borrower (so long as no Event of Default has occurred and is continuing and except in the case of an assignment to another Lender or an Affiliate of a Lender) and the consent of the Administrative Agent (except in the case of an assignment to another Lender), which consents shall not be unreasonably withheld or delayed (provided that the Borrower shall be deemed to have consented to any such assignment if it shall not have objected thereto in writing within five (5) Business Days after receiving notice thereof from the Administrative Agent), may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans at the time owing to it and the Notes held by it); provided that: (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement; ; (ii) if less than all of the assigning Lender’s outstanding Loans are 's Commitment is to be assigned, the outstanding Loans Commitment so assigned shall not be less than $5,000,000; 5,000,000 or an integral multiple of $1,000,000 in excess thereof; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of Exhibit G I attached hereto (an “"Assignment and Acceptance”"), together with any Note or Notes subject to such assignment; ; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the SEC Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 2,500 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording, from 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, (A) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereby and (B) the Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement.

Assignment by Lenders. Each Lender may, with the consent of the Borrower (so long as no Event of Default has occurred and is continuing and except in the case of an assignment to another Lender or an Affiliate of a Lender) and the consent of the Administrative Agent (except in the case of an assignment to another Lender), which consents shall not be unreasonably withheld or delayed (provided that the Borrower shall be deemed to have consented to any such assignment if it shall not have objected thereto in writing within five (5) Business Days after receiving notice thereof from the Administrative Agent), assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Loans at the time owing to it and the Notes held by it); provided that: (i) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Agreement; ; (ii) if less than all of the assigning Lender’s outstanding Loans are 's Commitment is to be assigned, the outstanding Loans Commitment so assigned shall not be less than $5,000,000; ; (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in the form of Exhibit G F attached hereto --------- (an “"Assignment and Acceptance”"), together with any Note or Notes subject to such assignment; ; (iv) such assignment shall not, without the consent of the Borrower, require the Borrower to file a registration statement with the SEC Securities and Exchange Commission or apply to or qualify the Loans or the Notes under the blue sky laws of any state; and and (v) the assigning Lender shall pay to the Administrative Agent an assignment fee of $3,500 3,000 upon the execution by such Lender of the Assignment and Acceptance; provided that no such fee shall be payable upon any assignment by a -------- Lender to an Affiliate thereof. Upon such execution, delivery, acceptance and recording, from 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, (A) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereby and (B) the Lender thereunder shall, to the extent provided in such assignment, be released from its obligations under this Agreement.