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 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, the Notes held by 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 Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will not be unreasonably withheld, (b) 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 $1,000,000 in excess thereof, and (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, substantially in the form of Exhibit F hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld 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) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such Bank's entire interest or be in an amount that is $2,500,000 or of a multiple of $1,000,000 in excess thereofconstant, 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, substantially Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form of Exhibit F hereto (an "Assignment and Acceptance")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, 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3§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 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, the Notes held by it 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, in the case of the Borrower, consents will not be unreasonably withheld, (bii) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (iii) each assignment shall be in an amount that is $2,500,000 or a whole multiple of $1,000,000 in excess thereof5,000,000, (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 (cv) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit F EXHIBIT D hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3ss.19.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); 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 their prior written consent to such assignment, which consent, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld 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) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such Bank's entire interest or be in an amount that is $2,500,000 or of a multiple of $1,000,000 in excess thereofconstant, and not a varying, percentage of all the assigning Bank’s rights and obligations under this Agreement, (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, substantially Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form of Exhibit F hereto (an "Assignment and Acceptance")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 Loans of not less than $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 $2,000,000. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3§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 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld or delayed (provided that such consent shall not be required 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), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially in the form a notice of Exhibit F hereto (an "Assignment and Acceptance")such assignment, together with any Notes ------- - subject to such assignment, (d) in no event shall any 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 Borrowers, 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, and (f) such assignee shall acquire an interest in the Loans of not less than $10,000,000. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 18.2, be released from its obligations under this Credit 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 Borrowers, the General Partner and the Guarantors.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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 Note held by 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 Borrower Borrowers shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, consent will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations with respect to the Loans under this Agreement, (c) each assignment shall be in an a minimum amount that is of $2,500,000 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 excess thereofrespect of its Loans), and (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, substantially in the form of Exhibit F D hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3S)19.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the 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, in the case of the Borrower, will not be unreasonably withheld, (bii) if each such assignment is to an Eligible Assignee which is shall be of a constant, and not an existing banka varying, then such percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (iii) each assignment shall be either such Bank's entire interest or be in an amount that is $2,500,000 5,000,000 or a multiple of $1,000,000 in excess thereof, 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, substantially in the form of Exhibit F hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3ss.20.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each --------------------------------- Bank may assign to one or more 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, the 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, in the case of the Borrower, will not be unreasonably withheld, (bii) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (iii) each assignment shall be in an amount that is $2,500,000 or a whole multiple of $1,000,000 in excess thereof1,000,000, 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, substantially in the form of Exhibit F hereto (an "Assignment and ------- - Acceptance"), together with any Notes ------- - subject to such assignment. 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, (ix) 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 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 (S)20.3ss.19.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the Revolving Credit Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided PROVIDED that (a) each unless such assignment is to an affiliate of a Bank which is owned by the same holding company owning such Bank, the Agent andshall have given its prior written consent to such assignment (such consent not to be unreasonably withheld), (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 shall have has occurred and be is continuing, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will assignment (such consent not to be unreasonably withheld), (bc) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (d) each assignment shall be in an amount that is $2,500,000 or a multiple minimum of $1,000,000 in excess thereof5,000,000 (or if less, such Bank's entire Loans and Revolving Credit Commitment) and (ce) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit F EXHIBIT D hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (ix) 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 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 (S)20.3Section 21.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld or delayed (provided that such consent shall not be required 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), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially in the form a notice of Exhibit F hereto (an "Assignment and Acceptance")such assignment, together with any Notes ------- - subject to such assignment, (d) in no event shall any 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, the General Partners 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, and (f) such assignee shall acquire an interest in the Loans of not less than $10,000,000. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 18.2, be released from its obligations under this Credit 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, the General Partners and the Guarantors.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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 and its participating interest in the risk relating to any Letters of Creditit); 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, in the case of the Borrowereach case, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (c) each assignment shall be in an amount that is a minimum of $2,500,000 5,000,000 or a an integral multiple of $1,000,000 500,000 in excess thereof, unless such assignment is to an existing Bank, in which case there shall be no such minimum amount, and (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, substantially in the form of Exhibit F EXHIBIT D attached hereto (an "Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE"), together with any Revolving Credit Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3Section 16.3 hereof, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that (a) each of the Agent and, unless a -------- Default or Event of Default shall have occurred and be continuing, the Borrower Issuing Bank shall have given its their prior written consent to such assignment, which consent, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld 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) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such Bank's entire interest or be in an amount that is $2,500,000 or of a multiple of $1,000,000 in excess thereofconstant, 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, substantially Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form of Exhibit F hereto (an "Assignment and Acceptance")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 $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 (g) 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, 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3§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 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, the Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent -------- and, unless a -------- so long as no Default or Event of Default shall have has occurred and be 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, in the case of the Borrower, will not be unreasonably withheldwithheld or delayed, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest 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 an a minimum amount that is at least $2,500,000 5,000,000 (or, if less than $5,000,000, all of the assigning Bank's rights and obligations in respect of Revolving Credit Loans, Term Loan A or Term Loan B, as applicable, under the Credit Agreement), provided, however, than an ----------------- assignment of Term Loan B shall be in a multiple minimum amount of $1,000,000 in excess thereof(other than an assignment between any fund and its affiliated funds which shall have no minimum), and (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, substantially in the form of Exhibit F D hereto (an "Assignment and ------- - Acceptance"), together with any Notes ------- - the Notes, if any, subject to such assignmentassignment and (e) such Eligible Assignee shall (i) be a financial institution organized under the laws of the United States, or any State thereof or the District of Columbia or (ii) have duly filed with the Borrower and the Agent, Internal Revenue Service Form 1001 or Form 4224 or any other Prescribed Forms (or any successor or similar form) evidencing that deduction or withholding of United States income taxes is not required. 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, (ia) 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 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 (S)20.3S)21.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the Revolving Credit Notes held by it 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 Borrower Company shall have given its prior written consent to such assignment, which consent, in the case of the BorrowerCompany, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (c) each assignment shall be in an amount that is $2,500,000 or a whole multiple of $1,000,000 in excess thereof, 2,500,000 and (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, substantially in the form of Exhibit F E hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes ------- - subject to such assignment. 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, (ia) 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 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 (S)20.3ss.19.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld or delayed (provided that such consent shall not be required 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), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially in the form a notice of Exhibit F hereto (an "Assignment and Acceptance")such assignment, together with any Notes ------- - subject to such assignment, (d) in no event shall any 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, 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 Loan of not less than $5,000,000.00. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 21.2, be released from its obligations under this Credit 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, the General Partner, and the Guarantors.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided that (a) the Agent, Swingline Lender and Fronting Bank and, other than during an Event of Default, the Borrower each shall have the right to approve any Eligible Assignee, which approval shall not be unreasonably withheld or 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 the request for approval sent to each of Agent, Borrower, Swingline Lender and Fronting Bank, 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 respond within such seven (7) day period, such request for approval shall be deemed approved by, respectively, the 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 the assigning Bank’s rights and obligations under this Agreement, (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, unless a -------- Default or other than during an Event of Default shall have occurred and be continuingDefault, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will not be unreasonably withheld, (b) 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 $1,000,000 in excess thereof, and (cd) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment assignment and Acceptanceassumption, substantially in the form of Exhibit F hereto (an "“Assignment and Acceptance"Assumption”), together with any Notes ------- - subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least five two (52) Business Days after the execution thereofthereof 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, to the extent provided in such Assignment and AcceptanceAssumption, 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 (S)20.3§20.3, be released from its obligations under this Credit 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. 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, and (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.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank --------------------------------- may assign to one or more 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, the Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless a so -------- long as no Default or Event of Default shall have has occurred and be is continuing, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest 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 an a minimum amount that is at least $2,500,000 5,000,000 (or, if less than $5,000,000, all of the assigning Bank's rights and obligations in respect of Revolving Credit Loans, Term Loan A, Term Loan B or a multiple of $1,000,000 in excess thereofExpansion Loan under the Credit Agreement), and (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, substantially in the form of Exhibit F D hereto (an --------- "Assignment and Acceptance"), together with any Notes ------- - subject to such assignmentassignment and (e) such Eligible Assignee shall (i) be a financial institution organized under the laws of the United States, or any State thereof or the District of Columbia or (ii) have duly filed with the Borrower and the Agent, Internal Revenue Service Form 1001 or Form 4224 (or any successor or similar form) evidencing that deduction or withholding of United States income taxes is not required. 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, (ia) 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 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 (S)20.3S)22.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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 and its participating interest in the risk relating to any Letters of Credit); provided , PROVIDED that (a) each of the Agent and, unless a -------- Default or Event of Default and the Borrower each shall have occurred and be continuing, the Borrower shall have given its prior written consent right to such assignmentapprove any Eligible Assignee, which consent, in the case of the Borrower, will approval shall not be unreasonably withheld, it being agreed that the Agent and the Borrower must approve or reject a proposed Eligible Assignee within seven (7) days of receiving a written request from any Bank for such approval, and if the Agent or the Borrower fails to respond within such seven (7) day period, such request for approval shall be deemed approved by the Agent or the Borrower, or both, as the case may be, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Agreement, (c) each assignment shall be in an amount that is $2,500,000 or a whole multiple of $1,000,000 in excess thereof1,000,000, (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 (ce) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit EXHIBIT F hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3[SECTION] 18.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld (provided that such consent shall not be required 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), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially in the form a notice of Exhibit F hereto (an "Assignment and Acceptance")such assignment, together with any Notes ------- - subject to such assignment, (d) in no event shall any 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, the Property Owner, the Manager, the Member or any Guarantor, 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 and (f) such assignee shall acquire an interest in the Loans of not less than $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, 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 18.2, be released from its obligations under this Credit 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, the Property Owner, the Manager, the Member or any Guarantor. Notwithstanding anything herein to the contrary, in the event that BKB shall at any time hold a Commitment equal to or less than $20,000,000, then BKB shall promptly provide written notice thereof to the Banks and the Majority Banks shall have the right, to be exercised within fifteen (15) days of delivery of such notice by BKB, to elect to remove BKB as Agent and replace BKB as Agent, subject to the terms of Section 14.9

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees 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 and its participating interest in the risk relating to any Letters of Creditit); provided that that (a) each except in the case of an assignment to an affiliate of any Bank, the Agent andBorrower, 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, assignment (which consent, in the case of the Borrower, will consent shall not be unreasonably withheld, (b) if unless an Event of Default shall have occurred and is continuing, each such assignment is to assignee shall be an Eligible Assignee which is not an existing bankAssignee, then (c) each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (d) each assignment shall be in an amount that is not less than $2,500,000 5,000,000 (e) except in the case of an 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 multiple Bank on the date hereof shall retain, free of any such assignment, an amount of its Commitment of not less than $1,000,000 in excess thereof, 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, substantially in the form of Exhibit F D hereto (an "Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE"), together with any Notes ------- - subject to such assignment. Upon assignment 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, (i) 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 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 (S)20.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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 Percentage, the Loans at the time owing to it, the Notes held by it and its participating participation interest in the risk relating to any Letters of Credit); provided PROVIDED that (a) each of the Administrative Agent and, unless a -------- Default or so long as no Event of Default shall have has occurred and be is continuing, 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, in the case of the Borrower, consent will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under this Credit Agreement, (c) each such assignment shall be in a minimum amount of $5,000,000 (or, if less, such Bank's entire interest or be Commitment), except in the case of an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofassignment to an existing Bank), and (cd) 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, substantially in the form of Exhibit F EXHIBIT E hereto (an "Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3Section 15.3, be released from its obligations under this Credit AgreementAgreement and (iii) SCHEDULE 1.1(a) shall be deemed to be automatically amended to reflect the change in the Banks and each Bank's Commitment and Commitment Percentage resulting from such Assignment and Acceptance.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that 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, in the case of the Borrower, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (cb) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form a notice of Exhibit F hereto (an "Assignment and Acceptance")such assignment, together with any Notes ------- - subject to such assignment, (c) in no event shall any 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 Borrowers, any of the General Partners or any Guarantor, which rights shall instead be allocated pro rata among the other remaining Banks, (d) such assignee of a portion of the Revolving Credit Loans shall have a net worth or unfunded capital commitments as of the date of such assignment of not less than $200,000,000.00 unless such requirement is waived in writing by the Borrowers and the Agent, (e) such assignment is subject to the terms of any intercreditor agreement among the Banks and the Agent, (f) such assignee shall acquire an interest in the Revolving Credit Loans of not less than $5,000,000.00 or in the Secured Term Loans or Second Secured Term Loans of not less than $5,000,000.00, as applicable, and (g) such assignment shall be of an equal percentage of such Assignee's Commercial Company Revolving Credit Commitment and Land Company Revolving Credit Commitment, in the event an interest in the Revolving Credit Loans is assigned, an equal percentage of such Assignee's Commercial Company Secured Term Loan Commitment and Land Company Secured Term Loan Commitment, in the event an interest in the Secured Term Loans is assigned, and an equal percentage of such Assignee's Commercial Company Second Secured Term Loan Commitment and Land Company Second Secured Term Loan Commitment, in the event an interest in the Second Secured Term Loans is assigned; provided, however, that an assigning Bank shall notify the Borrowers of the identity of any prospective assignees prior to consummating such assignment and allow the Borrowers to raise any matters relating to such prospective assignee prior to consummating such assignment; provided further that Borrowers' consent shall not be a condition to such assignment. The Banks shall endeavor to assign Commitments only to Banks that are not subject to withholding as provided in Section 4.4(b). 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 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, any of the Borrowers, the General Partners and the Guarantors. BKB shall retain an aggregate Commitment (whether of the Revolving Credit Loans, the Secured Term Loans, the Second Secured Term Loans or any combination thereof) of not less than $20,000,000.00, provided that such covenant shall be of no further force or effect in the event that an Event of Default shall have occurred and be continuing. Notwithstanding anything herein to the contrary, in the event that BKB shall at any time hold an aggregate Commitment (whether of the Revolving Credit Loans, the Secured Term Loans, the Second Secured Term Loans or any combination thereof) of less than $35,000,000.00, then BKB shall first provide written notice thereof to the Banks and 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 BKB (for the purposes of this sentence only BKB 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. In the event that the Majority Banks have accepted BKB's offer to resign, BKB shall thereafter resign as Agent as provided in this Agreement in the event that a successor Agent from among the Banks is selected by the Majority Banks and approved by the Borrowers to the extent provided in Section 14.9 and such successor accepts such appointment within fifteen (15) calendar days following receipt of such notice from BKB. 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 change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute 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 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 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, in the case of the Borrower, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (c) each assignment shall be in an amount that is $2,500,000 or a whole multiple of $1,000,000 in excess thereof5,000,000, (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 $15,000,000, and (ce) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit F EXHIBIT D hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes ------- - subject to such assignment. 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, (ix) 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 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 (S)20.3ss.18.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that that (a) each of the Agent and, unless a -------- Default or Event of Default shall have occurred and given its prior written consent to such assignment, which consent shall not be continuingunreasonably withheld or delayed (provided that such consent shall not be required 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), (b) the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld 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), (bc) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially in the form a notice of Exhibit F hereto (an "Assignment and Acceptance")such assignment, together with any Notes ------- - subject to such assignment, (e) in no event shall any 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 or the Guarantor, which rights shall instead be allocated pro rata among the other remaining Banks, (f) such assignee shall have a net worth as of the date of such assignment of not less than $500,000,000, (g) if such assignee is not incorporated under the laws of the United States of America or any State, it shall prior to such assignment deliver to the Borrower and the Agent certification as to its exemption from deduction or withholding of any United States federal income taxes, and (h) such assignee shall acquire an interest in the Loans of not less than $10,000,000. Prior to the activation of Tranche B as provided in Section 2.8, any assignment by a Bank of a portion of its Note shall also include a pro rata assignment of such Bank's Commitment with respect to Tranche B. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 18.2, be released from its obligations under this Credit 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 -70- 77 otherwise free from influence or control by, the Borrower and the Guarantor. Notwithstanding anything herein to the contrary, in the event that BKB desires to assign all of its interest in the Loan and its position as Agent under the Loan Documents, or desires to assign or enter into a participation for, all or a part of its interest in the Loan which, upon consummation of such assignment or participation, would result in BKB having a Commitment which is less than the largest Commitment held by any Bank other than BKB, then BKB shall first provide written notice thereof to each other Bank and allow the Majority Banks a period of fifteen (15) Business Days following receipt of such notice within which to select a Bank to serve as Agent. In the event that the Majority Banks shall so select a successor Agent, such Agent shall succeed to the rights and duties of Agent as otherwise provided in this Agreement. In the event that a successor Agent among the Banks is not selected by the Majority Banks within fifteen (15) Business Days following receipt of such notice from Agent, the Agent shall be thereafter be free to resign as Agent as provided in this Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one another bank or more Eligible Assignees other entity all or a portion (but not less than all) 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 and its participating interest in the risk relating to any Letters of Creditit); provided that that (a) each of the Agent and, unless a -------- Default or Event of Default shall have occurred and given its prior written consent to such assignment, which consent shall not be continuingunreasonably withheld (provided that such consent shall not be required 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), (b) the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld 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), (bc) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially in the form a notice of Exhibit F hereto (an "Assignment and Acceptance")such assignment, together with any Notes ------- - subject to such assignment, (e) in no event shall any 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 or the Guarantor, which rights shall instead be allocated PRO RATA among the other remaining Banks, (f) such assignee shall have a net worth as of the date of such assignment of not less than $500,000,000, and (g) such assignment is subject to the terms of any intercreditor agreement among the Banks and the Agent. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 18.2, be released from its obligations under this Credit 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 and the Guarantor.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld (provided that such consent shall not be required for any assignment to another Bank or to a wholly-owned subsidiary of such Bank provided that such assignee shall remain a wholly-owned subsidiary of such Bank), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially in the form a notice of Exhibit F hereto (an "Assignment and Acceptance")such assignment, together with any Notes ------- - subject to such assignment, (d) in no event shall any 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 Guarantor or their respective Subsidiaries, 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 such requirement is waived in writing by the Borrower and the Agent, (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 Loans of not less than $10,000,000.00. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 18.2, be released from its obligations under this Credit 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, its general partners, and the Guarantor or their respective Subsidiaries. Notwithstanding anything herein to the contrary, 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 change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute 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 Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including (i) all or a portion of its Commitment Percentage and Revolver Commitment and the same portion of the Revolver Loans at the time owing to it, the Notes US Revolver Note and/or Norwegian Revolver Note held by it and its participating interest in the risk relating to any Letters of CreditCredit 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 Dutch Term A Loan owing to it and the 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, in the case of the Borrower, consent will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest rights and obligations with respect to the Revolver Loans, Norwegian Term A Loan, Dutch Term A Loan or Dutch Term B Loan (as the case may be) under this Agreement, (c) each assignment shall be in an a minimum amount that is of $2,500,000 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 excess thereofrespect of its Revolver Loans, Norwegian Term A Loan, Dutch Term A Loan or Dutch Term B Loan, as the case may be), and (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, substantially in the form of Exhibit F D hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3Section 19.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that that (a) each of the Agent and, unless a -------- Default or provided no Event of Default shall have occurred and be continuingexists, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld (provided that such consent shall not be required 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), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially a notice of such assignment in the form of Exhibit F hereto (an "Assignment and Acceptance")reasonably 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, the Borrower or Guarantor or any of their respective Subsidiaries, (e) such assignee shall acquire an interest in the Loans of not less than $5,000,000, 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. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 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, Guarantor or any of their respective Subsidiaries.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, Commitment and LC Commitment and the same portion of the Loans at the time owing to it, the Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided PROVIDED that (a) each of the Agent and, unless and (except in the case of an assignment to an Affiliate of a -------- Bank or if a Default or Event of Default shall have has occurred and be is continuing, ) the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the BorrowerBorrower and the Agent, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (c) each assignment shall be in an amount that is of not less than $2,500,000 or a multiple 5,000,000, (d) FNBB and its Affiliates shall retain, free of any such assignment, an amount of its Commitment of not less than $1,000,000 in excess thereof, 13,000,000 and (ce) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit F EXHIBIT D hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3ss.19.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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 and its participating interest in the risk relating to any Letters share of CreditLetter of Credit Exposure); provided that (a) each of the Agent andAgent, unless a -------- Default or Event of Default shall have occurred the Majority Banks, the REIT and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will shall not unreasonably be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Agreement, (c) each assignment shall be in an amount that is $2,500,000 or a whole multiple of $1,000,000 in excess thereof1,000,000, (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 $15,000,000 and shall not make assignments to more than one institution unaffiliated with such Bank and (ce) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit F hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.318.3, be released from its obligations under this Credit Agreement.

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 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, the Notes held by it and its participating interest in the risk relating to any Letters of Credit)) and the other Loan Documents; provided that (ai) each unless the transfer is to an Eligible Assignee that is an affiliate of the Agent 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, in the case of the BorrowerBorrower and the Agents, will not be unreasonably withheld, (bii) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations in respect of the Revolving Credit Loans and the Letters of Credit under this Credit Agreement, (iii) each assignment shall be in an a minimum amount that is $2,500,000 or a multiple of $1,000,000 in excess thereof$ 5,000,000 (or, if less, the entire Commitment and Loans of the assignor) and (civ) the parties to such assignment shall execute and deliver to the AgentAgents, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit F D hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. In the event that either Agent holds a Total Percentage under this Credit Agreement in an amount less than ten percent (10%), such Agent agrees that, at the request of the Borrower and the Banks, and provided no Default or Event of Default shall have occurred and be continuing, such Agent shall resign as such Agent agrees in accordance with 14.9 hereof. 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, (i) 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 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 (S)20.318.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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 and its participating interest in the risk relating to any Letters of Credit); provided 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, in the case of the Borrower, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Credit Agreement, and (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, substantially in the form of Exhibit F EXHIBIT 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) no Eligible Assignee or other transferee of any Bank's rights shall be entitled to receive any greater payment under SECTIONS 4.2(B), 4.6 or 4.7 than such Bank would have been entitled to receive with respect to the rights transferred, unless such transfer is made with the Obligors' prior written consent. 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, (i) 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 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 (S)20.3SECTION 16.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the Notes held by 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 Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (c) each assignment shall be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereof[**] (or, if less, such Bank's entire Commitment and Acquisition Commitment), and (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, substantially in the form of Exhibit F G hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3Section 20.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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 and its participating interest in the risk relating to any Letters of Credit)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, in the case of the Borrowereach case, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (c) each assignment shall be in an a minimum amount that is $2,500,000 or a multiple of $1,000,000 in excess thereof5,000,000 (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 (cii) 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, substantially in the form of Exhibit F EXHIBIT D attached hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3ss.19.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit 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, the Notes held by it and its participating interest in the risk relating to any Letters of CreditPercentage); 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, in the case of the Borrower, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then such assignment shall be either such of a constant, and not a varying, percentage of all of the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially in the form of Exhibit F I 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 a minimum amount of not less than $5,000,000 (or, if less, such Bank's entire Commitment), and (e) BKB (and its Affiliates) shall at all times prior to the occurrence of an Event of Default maintain a Commitment of at least $15,000,000. 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, (i) 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 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 (S)20.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the ) and any Notes held by it and its participating interest in the risk relating to any Letters of Credit)it; provided that (a) each of the Administrative Agent and, unless a -------- Default or so long as no Event of Default shall have has occurred and be is continuing, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, consents will not be unreasonably 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 a withdrawal of the then current rating of the commercial paper notes of the Borrower (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or ’s rights and obligations under this Credit 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 that is equal to $2,500,000 10,000,000 or a multiple in integral multiples of $1,000,000 in excess thereof, and (cd) 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, substantially in the form of Exhibit F H hereto (an "“Assignment and Acceptance"”), together with any Notes ------- - subject to such assignment. Upon such execution, delivery, acceptance 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, (i) 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 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 (S)20.3Section 17.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that 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 their prior written consent to such assignment, which consent, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Lender, 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) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire rights and obligations under this Agreement with respect to the Term Loan Commitment in the event an interest or be in an amount that the Term Loan is $2,500,000 or a multiple of $1,000,000 in excess thereofassigned, and (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, substantially Acceptance Agreement (an "Assignment and Acceptance Agreement") in the form of Exhibit F hereto (an "Assignment and Acceptance")D 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. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 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 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, the Term Loan, and the same portion of the Loans at the time owing to it, the Notes held by 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 Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, such consent will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations in respect of the Revolving Credit Loans and its portion of the Term Loan under this Credit Agreement, provided, however that nothing contained herein shall restrict any Bank from assigning its Revolving Credit Loans and Commitments and portion of the Term Loan separately and not on a pro rata basis, (c) each assignment (if less than one hundred percent (100%) of such Bank's entire interest or interests) shall be in an amount that is not less than $2,500,000 or a multiple of $1,000,000 in excess thereof2,500,000, and (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, substantially in the form of Exhibit F J hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3Section 20.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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 and its participating interest in the risk relating to any Letters of Credit)it; provided PROVIDED that (a) each of the Agent and, and unless a -------- Default or Event of Default shall have occurred and be continuingoccurred, the Borrower Borrowers shall have given its their prior written consent to such assignment, which consent, in the case of the BorrowerBorrowers, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (c) each assignment shall be in an amount that is $2,500,000 or a whole multiple of $1,000,000 in excess thereof5,000,000 unless such assigning Bank is assigning its entire Commitment, and (cd) 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, substantially in the form of Exhibit F EXHIBIT C hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3/section/18.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the Notes held by it 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 an Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will not be unreasonably withheld, (bii) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (iii) 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 that is of its Commitment of not less than the lesser of (A) $2,500,000 or a multiple of $1,000,000 in excess thereof, 13,260,000 and (cB) 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, substantially in the form of Exhibit EXHIBIT F hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3Section 19.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided PROVIDED that (a) each of the Agent and, unless a -------- so long as no Default or Event of Default shall have has occurred and be is continuing, the Borrower shall have given its their prior written consent to such assignment, which consent, in the case of the Borrower, consent will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (c) each partial assignment shall be in an amount that is not less than $2,500,000 10,000,000 (or a multiple the entire interest of such assigning Bank, if less than $1,000,000 in excess thereof10,000,000), and (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, substantially in the form of Exhibit EXHIBIT F hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3sec.20.3, be released from its obligations under this Credit Agreement.. The Borrower, the Agent and the Banks shall retain any claims or actions against the assigning Bank to the extent that such claims or actions accrued or arose prior to the effective date specified in such Assignment and Acceptance. 80

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld or delayed (provided that such consent shall not be required 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), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially a notice of such assignment in the form of Exhibit EXHIBIT F attached hereto (an "Assignment and Acceptance")made a part hereof, together with any Notes ------- - subject to such assignment, (d) in no event shall any such assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, the Borrower or the Guarantors, (e) such assignee shall have a net worth as of the date of such assignment of not less than $500,000,000, and (f) such assignee shall acquire an interest in the Loans of not less than $10,000,000 (or if less, the remaining Commitment of the assignor). 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 18.2, be released from its obligations under this Credit 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 and the Guarantors. Notwithstanding anything herein to the contrary, provided no Default or Event of Default has occurred and is continuing, in the event that any Bank acting as Agent shall at any time hold a Commitment less than the lesser of (i) $25,000,000.00 and (ii) the largest Commitment held by any other Bank, then such Bank shall promptly provide written notice thereof to the Banks and the Majority Banks (excluding the Bank acting as Agent) shall have the right, to be exercised within fifteen (15) days of delivery of such notice by such Bank acting as Agent, to elect to remove such Bank as Agent and replace such Bank as Agent, subject to the terms of Section 14.9.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, its Acquisition Loan Commitment Percentage and Acquisition Loan Commitment, its Term Percentage, and the same portion of the Loans at the time owing to it, the Notes held by it and its participating interest in the Swing Line Loans and 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, in the case of the Borrower, will not be unreasonably withheld, (bii) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire rights and obligations under this Credit Agreement, and shall be in the same proportion to the assigning Bank's Revolving Credit Commitment, Acquisition Loan Commitment, the Loans owing to it, the Notes held by it and its participating interest or in the Swing Line Loans and the risk relating to Letters of Credit, (iii) each assignment shall be in an amount that is $2,500,000 or a whole multiple of $1,000,000 in excess thereof5,000,000 (or if less, such Bank's entire Commitments hereunder) 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, substantially in the form of Exhibit F D hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3Section 23.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld (provided that such consent shall not be required 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), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially in the form a notice of Exhibit F hereto (an "Assignment and Acceptance")such assignment, together with any Notes ------- - subject to such assignment, (d) in no event shall any 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 Guarantor, 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 assignee shall acquire an interest in the Loans of not less than $5,000,000, (g) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000 and (h) each such assignment shall be subject to the approval of the Agent, which approval shall not be unreasonably withheld. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 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 Guarantor. 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 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that (a) each of the Agent andAgent, unless a -------- Default or and provided no Event of Default shall have occurred and be continuingexists, the Borrower Borrowers shall have given its their prior written consent to such assignment, which consent, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld (provided that such consent shall not be required 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), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such Bank's entire interest or be in an amount that is $2,500,000 or of a multiple of $1,000,000 in excess thereofconstant, and not a varying, percentage of all the assigning Bank’s rights and obligations under this Agreement, (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, substantially a notice of such assignment in the form of Exhibit F hereto (an "Assignment and Acceptance")reasonably 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, the Borrowers and the Guarantor, (e) such assignee shall acquire an interest in the Loans of not less than $5,000,000, 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. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3§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 Borrowers and the Guarantor. Upon any such assignment, the Agent may unilaterally amend Schedule 1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or or, more 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, the Notes held by it and its participating interest in the risk relating to any Letters of CreditCredit or Bankers' Acceptance); provided that (a) each of the Agent and, unless a -------- Default or Event of Default shall have occurred and be continuing, the Borrower Company shall have given its prior written consent to such assignment, which consent, consents will not be unreasonably withheld (which consents shall not be required in the case of an assignment to a Bank, Affiliate of any Bank, or with respect to any Bank that is a fund that invests in bank loans, any other fund that invests in bank loans and is advised or managed by the Borrower, will not be unreasonably withheldsame investment adviser of such Bank), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (c) each assignment made after the initial syndication of the Loans and Commitments shall be in an amount that is $2,500,000 or a multiple minimum of $1,000,000 in excess thereof5,000,000 (or if less, such assignor's entire Commitment), and (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, substantially in the form of Exhibit F hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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 thereofthereof unless a shorter period is otherwise agreed to by the Agent and the Company, (i) 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 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 (S)20.3ss.19.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided that (a) Each Bank shall have the right to assign, transfer, sell, negotiate, pledge or otherwise hypothecate this Agreement and any of its rights and security hereunder and under the other Credit Documents to any other Eligible Assignee with the prior written consent of Agent and with the prior written consent of Borrower, which consents by Agent and Borrower shall not unreasonably withheld or conditioned and shall be given or denied in each case within ten (10) Business Days after receipt of any request for consent (provided that no consent of Borrower shall be required if the Agent and, unless Eligible Assignee is also a -------- Default Bank or an Affiliate thereof or if an Event of Default then exists) and no consent of Agent shall have occurred and be continuing, required if the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not also a Bank or an existing bankAffiliate thereof; provided, then such assignment shall be either such Bank's entire interest or be in an amount however, that is $2,500,000 or a multiple of $1,000,000 in excess thereof, and (ci) the parties to each such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined)its approval and acceptance, an Assignment and Acceptance, substantially Assumption Agreement in the form of Exhibit F A attached hereto and made a part hereof (an "“Assignment and Acceptance"Assumption Agreement”), together with any Notes ------- - subject (ii) each such assignment shall be of a constant, and not a varying, percentage of the assigning Bank’s rights and obligations under this Agreement, (iii) if the potential assignee is not already a Bank hereunder, at least ten (10) days prior to the settlement date of the assignment, the potential assignee shall deliver to Agent the fully completed Patriot Act and OFAC forms attached as Exhibit B attached hereto and made a part hereof and such assignmentother information as Agent shall require to successfully complete Agent’s Patriot Act Customer Identification Process and OFAC Review Process, (iv) unless Agent and, so long as no Event of Default exists, Borrower otherwise consent, the aggregate amount of the total Commitment of the assigning Bank being assigned pursuant to each such assignment shall in no event be less than $2,000,000, (v) Agent shall receive from the assigning Bank a processing fee of $3,500, (vi) if the assignment is less than the assigning Bank’s entire participation interest, the assigning Bank must retain at least a $5,000,000 Commitment, unless the assigning Bank assigns its entire interest under the Commitment, in which case, the assigning Bank must retain at least a $5,000,000 Commitment. Upon such execution, delivery, acceptance approval and recordingacceptance, from and after upon the effective date specified in each the applicable Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereofAssumption Agreement, (ia) the assignee Eligible Assignee thereunder shall be a party hereto and, to the extent provided in that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption Agreement, have the rights and obligations of a Bank hereunderhereunder and under the other Credit Documents, and Borrower hereby agrees that all of the rights and remedies of Banks in connection with the interest so assigned shall be enforceable against Borrower by an Eligible Assignee with the same force and effect and to the same extent as the same would have been enforceable but for such assignment provided that no assignment shall increase Borrower’s obligations under §4.4 or §4.9, (iib) the assigning Bank thereunder shall, to the extent provided in that rights and obligations hereunder and under the other Credit Documents have been assigned by it pursuant to such assignment Assignment and upon payment to the Agent of the registration fee referred to in (S)20.3Assumption Agreement, relinquish its rights and be released from its obligations hereunder and thereunder, and (c) Agent may unilaterally amend Schedule 1.1 to reflect such assignment. For purposes of this paragraph, in connection with any assignment or simultaneous, multiple assignments by any Bank which is a fund to one or more of its Related Funds: (1) compliance with the minimum amounts for assigned Commitments, and for retained Commitments as hereinabove provided shall be determined in the aggregate for such assigning fund and any of its Related Funds that are or are to become Banks as part of any assignment transaction or simultaneous, multiple assignment transactions; (2) after giving effect to such assignment or assignments, no such assignor or assignee fund in connection with a partial assignment of the assigning fund’s Commitment shall hold a Commitment of less than $5,000,000, and (3) only one processing fee shall be payable to Agent in connection with simultaneous, multiple assignment transactions. (b) By executing and delivering an Assignment and Assumption Agreement, the assigning Bank thereunder and the Eligible Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) except as provided in such Assignment and Assumption Agreement, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Credit Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit Document or any other instrument or document furnished in connection therewith; (ii) such assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under any Credit Document or any other instrument or document furnished in connection therewith; (iii) such Eligible Assignee confirms that it has received a copy of this Agreement together with such financial statements, Credit Documents and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Assignment and Assumption Agreement and to become a Bank hereunder; (iv) such Eligible Assignee will, independently and without reliance upon Agent, the assigning Bank or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such Eligible Assignee appoints and authorizes Agent to take such action as Agent on its behalf and to exercise such powers under this Agreement and the other Credit AgreementDocuments as are delegated to Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; (vi) such Eligible Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Bank.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the Notes held by 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 Borrower Borrowers shall have given its their prior written consent to such assignment, which consent, in the case of the BorrowerBorrowers, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (c) each assignment shall be in an amount that is not less than $2,500,000 or a multiple of $1,000,000 in excess thereof10,000,000 or, if less, the assigning Bank's Commitment Amount and (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, substantially in the form of Exhibit F G attached hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3Section 19.3 hereof, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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 relating related to any Letters of CreditCredit 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) each such assignment is to another Bank or an affiliate of the assigning Bank or (b) an 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, in the case of the Borrower, consent will not be unreasonably withheld, (bii) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (iii) each assignment shall be in an a minimum amount that is of $2,500,000 5,000,000 or a larger integral multiple of $1,000,000 in excess thereofthereof (or if less, the entire Revolving Credit Commitment and Term Loan Commitment of the 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, substantially in the form of Exhibit F D hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3ss.22.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other lending institutions 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 and its participating interest in the risk relating to any Letters of Creditit); provided that (a) each of the Agent Agent, the Issuing Lender and, unless a -------- Default or provided no Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will consent shall not be unreasonably withheld, conditioned or delayed (provided that such consent shall not be required for any assignment to another Bank, to a Bank Affiliate, an Approved Fund or to a Wholly Owned Subsidiary of such Bank provided that such assignee shall remain a Wholly Owned Subsidiary of such Bank), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such Bank's entire interest or be in an amount that is $2,500,000 or of a multiple of $1,000,000 in excess thereofconstant, and not a varying, percentage of all the assigning Bank’s rights and obligations under this Agreement, (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, substantially Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form of Exhibit F hereto (an "Assignment and Acceptance")E 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, the Borrower, the Guarantors or any of their respective Subsidiaries or Affiliates, (e) such assignee shall acquire an interest in the Commitments of not less than $5,000,000, (f) the assignor shall assign its entire interest in the Commitments or retain an interest in the Commitments of not less than $5,000,000, and (g) such assignee shall deliver to the Agent the forms required by §4.4(c) indicating that payments to such assignee as of the effectiveness of such assignment are not subject to withholding. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each of such Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereofAcceptance Agreement, (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 and Acceptanceassignment, 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 (S)20.3§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, the Guarantors or any of their respective Subsidiaries or Affiliates. Upon any such assignment, the Agent may unilaterally amend Schedule 1 to reflect any such assignment. Furthermore, in connection with the syndication of the Loan by Agent and Lead Arranger, Borrower agrees to assist Agent and Lead Arranger actively in achieving a timely syndication that is reasonably satisfactory to Agent and Lead Arranger, such assistance to include, among other things, (i) direct contact during the syndication between Borrower’s senior officers, representatives and advisors, on the one hand, and prospective Banks, on the other hand at such times and places as Agent and Lead Arranger may reasonably request, (ii) providing to Agent and Lead Arranger all financial and other information with respect to Borrower and the transactions contemplated hereunder that Agent and Lead Arranger may reasonably request, including but not limited to financial projections relating to the foregoing, and (iii) assistance in the preparation of a confidential information memorandum and other marketing materials to be used in connection with the syndication.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the Notes held by it and its participating interest in the risk relating to any Letters of CreditCredit 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 Borrower Parent (as the representative of the Borrowers) shall have given its prior written consent to such assignment, which consent, in the case of the BorrowerParent, will not be unreasonably withheld, (bii) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (iii) each assignment shall be in an a minimum amount that is $2,500,000 5,000,000 or a multiple greater, or the entire Commitment of $1,000,000 in excess thereof, such Bank 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, substantially in the form of Exhibit F D hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3ss.17.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the Revolving Credit Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided that that (a) each of the Agent and, unless a -------- Default or Event of Default and the Borrower each shall have occurred and be continuing, the Borrower shall have given its prior written consent right to such assignmentapprove any Eligible Assignee, which consent, in the case of the Borrower, will approval shall not be unreasonably withheld, it being agreed that the Agent and the Borrower 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 the request for approval, and the envelope in which it is delivered, is conspicuously marked with the following legend: "REQUEST FOR APPROVAL -- TIME SENSITIVE -- MUST RESPOND WITHIN SEVEN (7) DAYS") and if the Agent or the Borrower fails to respond within such seven (7) day period, such request for approval shall be deemed approved by the Agent or the Borrower, or both, as the case may be, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in rights and obligations under this Agreement, (c) subject to the provisions of ss.2.3 hereof, each Bank shall have at all times an amount that is of its Commitment of not less than $2,500,000 or a multiple of $1,000,000 in excess thereof, 10,000,000 and (cd) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment assignment and Acceptanceassumption, substantially in the form of Exhibit F hereto (an "Assignment and AcceptanceAssumption"), together with any Revolving Credit Notes ------- - subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, 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, to the extent provided in such Assignment and AcceptanceAssumption, 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 (S)20.3ss.19.3, be released from its obligations under this Credit 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.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld (provided that such consent shall not be required for any assignment to another Bank or to a wholly-owned subsidiary of such Bank provided that such assignee shall remain a wholly-owned subsidiary of such Bank), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially in the form a notice of Exhibit F hereto (an "Assignment and Acceptance")such assignment, together with any Notes ------- - subject to such assignment, (d) in no event shall any 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 Guarantor or their respective Subsidiaries, 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 such requirement is waived in writing by the Borrower and the Agent, (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 Loans of not less than $10,000,000.00. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 18.2, be released from its obligations under this Credit 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, its general partners, and the Guarantor or their respective Subsidiaries. Notwithstanding anything herein to the contrary, 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 change in the Agent under this Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute 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 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, the Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided that (ai) each of (A) the Agent and, unless a -------- Default or other than during an Event of Default shall have occurred and be continuingDefault, the Borrower each shall have given its prior the right to approve any such Eligible Assignee, which approval shall not be unreasonably withheld or 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 consent request from any Bank for such approval (provided that the request for approval sent to each of Agent and Borrower, respectively, is conspicuously marked with the 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 shall have the right to approve any such Eligible Assignee, (ii) 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, (iii) subject to the provisions of §2.7, after giving effect to such assignment, which consentboth 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 case of an assignment of the Borrowerentire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank, will not be unreasonably withheld, (b) if such assignment is to an Affiliate of a Bank or an Eligible Assignee which is not an existing bankAssignee, then such assignment shall no minimum amount need be either such Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereof, 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, substantially in the form of Exhibit F hereto (an "Assignment and Acceptance")Assumption, together with any Notes ------- - subject to such assignment, and the assignee, if not already a Bank hereunder prior to such assignment, shall deliver to the Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least five two (52) Business Days after the execution thereofthereof 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, to the extent provided in such Assignment and AcceptanceAssumption, 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 (S)20.3§20.3, 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 any 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 of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and 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 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 Agreementand 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 be a Delinquent Bank for all purposes of this Agreement until such compliance occurs.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more any Eligible Assignees 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 it and its participating interest in the risk relating to any Letters of Creditit); 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld (provided that such consent shall not be required 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), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (c) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), a notice of such assignment in the form reasonably required by Agent, together with any Notes subject to such assignment (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) such assignee shall acquire an interest in the Loans of not less than $5,000,000, (e) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000, and (f) the assignee and assignor shall execute and deliver to Agent an Assignment and Acceptance, substantially Acceptance Agreement in the form of Exhibit F E attached hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignmentmade a part hereof. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3§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 - 69 - by, under common control with or is not otherwise free from influence or control by, the Borrower. Upon any such assignment, the Agent may unilaterally amend Schedule 1 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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 and its participating interest in the risk relating to any Letters of Credit)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, in the case of the Borrower, will assignment except that such consent shall not be unreasonably withheldneeded with respect to an assignment from a Bank to one of its Affiliated Banks, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Agreement, (c) each assignment shall be in an amount of not less than $9,000,000 that is $2,500,000 or a whole multiple of $1,000,000 in excess thereof1,000,000, (d) each Bank shall retain, free of any such assignment, an amount of its Commitment of not less than 51% of its Commitment at the time it initially became a Bank hereunder and (ce) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit F hereto (an "Assignment and Acceptance")') , together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.318.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the Notes held by it 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 Borrower, shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's rights and obligations under the Dollar Facility or, as the case may be, the Gold Facility, (c) each assignment shall be an assignment of the entire interest amount of the assigning Bank's rights and obligations under the Loan Documents or shall be in an amount that is at least equal to $2,500,000 5,000,000 (including for this purpose (i) all amounts assigned by a given assignor to a given assignee in a single assignment or a multiple series of $1,000,000 simultaneous assignments, whether in excess thereofrespect of the Dollar Facility or the Gold Facility or both, and (cii) all amounts assigned by a given assignor and any of its affiliates to a given assignee and any of its affiliates), (d) after giving effect to each such assignment, the assigning Bank, if not assigning its entire interest under the Loan Documents, shall retain an interest in the Obligations equal to at least $5,000,000 in the aggregate among the Dollar Facility and the Gold Facility, (e) the parties to such assignment shall execute and deliver to the AgentAgents, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit F L hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment, and (f) the assignee thereunder constituting a Non-U.S. Bank shall provide the forms required by ss.8.12.3 hereof on or prior to the date of such assignment. 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, (i) 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 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 (S)20.3ss.22.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees commercial banks, other financial institutions or other Persons, 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, the Notes held by 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 Event of Default shall have occurred and be continuing, the Borrower Company shall have given its prior written consent to such assignment, which consent, in the case of the BorrowerCompany and the Agent, will not be unreasonably withheld; except that the consent of the Company or the Agent shall not be required in connection with any assignment by a Bank to (i) an existing Bank or (ii) a Bank Affiliate of such Bank, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Agreement, (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 an a minimum amount that is equal to $2,500,000 10,000,000 or a multiple of $1,000,000 5,000,000 in excess thereofthereof (or, if less, such Bank's entire Commitment), and (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, substantially in the form of Exhibit F H hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (iy) 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 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 (S)20.320.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that (a) each of the Agent and, unless a -------- Default or Event of Default shall have occurred and be continuing, the Borrower Issuing Bank shall have given its their prior written consent to such assignment, which consent, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld 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) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such Bank's entire interest or be in an amount that is $2,500,000 or of a multiple of $1,000,000 in excess thereofconstant, 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, substantially Acceptance Agreement (an “Assignment and Acceptance Agreement”) in the form of Exhibit F hereto (an "Assignment and Acceptance")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 or be to a Defaulting Bank or an Affiliate of a Defaulting Bank, (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 $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 (g) 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, 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3§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 and whether such assignee is a Defaulting Bank or an Affiliate of a Defaulting Bank. Upon any such assignment, the Agent may unilaterally amend Schedule 1.1 to reflect any such assignment. In connection with any assignment of rights and obligations of any Defaulting Bank, 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 of participations or actions, including funding, with the consent of the Borrower and the Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting 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 Defaulting Bank to the Agent 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 Agreementand Swing Line Loans in accordance with its applicable Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting 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 be a Defaulting Bank for all purposes of this Agreement until such compliance occurs.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld (provided that such consent shall not be required 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), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially a notice of such assignment in the form of Exhibit F hereto (an "Assignment and Acceptance")reasonably required by Agent, together with any Notes ------- - subject to such assignment, (d) in no event shall any 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 Guarantor, 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 Loans of not less than $5,000,000, and (g) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 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 Guarantor. Each assignee shall acquire its interest in the Loans subject to the Subordination Agreement. In the event that, as a result of any such assignment, the Agent in its capacity as a Bank retains an interest in the Loans in an amount 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 to reflect any such assignment.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld (provided that such consent shall not be required 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), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially in the form a notice of Exhibit F hereto (an "Assignment and Acceptance")such assignment, together with any Notes ------- - subject to such assignment, (d) in no event shall any 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 Subsidiaries, the Property Owner or any Guarantor, 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 and (f) such assignee shall acquire an interest in the Loans of not less than $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, 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 18.2, be released from its obligations under this Credit 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, any of its Subsidiaries, the Property Owner or any Guarantor. Notwithstanding anything herein to the contrary, in the event that BKB shall at any time hold a Commitment equal to or less than $10,000,000, then BKB shall promptly provide written notice thereof to the Banks and the Majority Banks shall have the right, to be exercised within fifteen (15) days of delivery of such notice by BKB, to elect to remove BKB as Agent and replace BKB as Agent, subject to the terms of Section 14.9.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld or delayed (provided that such consent shall not be required 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), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially in the form a notice of Exhibit F hereto (an "Assignment and Acceptance")such assignment, together with any Notes ------- - subject to such assignment, (d) in no event shall any 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, 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 the Agent and the Borrower, and (f) such assignee shall acquire an interest in the Loans of not less than $5,000,000, unless otherwise approved by the Agent. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 18.2, be released from its obligations under this Credit 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.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, --------------------------------- each Bank may assign to one or more 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 and its participating interest in the risk relating to any Letters of Credit)it; provided that (a) each of the Administrative Agent -------- and, unless a -------- Default or so long as no Event of Default shall have occurred and be continuinghas occurred, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, consent will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Agreement and under the Long-Term Credit Agreement, (c) each assignment of less than all of the assigning Bank's rights and obligations under this Agreement, shall be in an amount that is equal to $2,500,000 or a multiple 15,000,000 and in integral multiples of $1,000,000 in excess thereof, and (cd) 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, substantially in the form of Exhibit F G hereto (an "Assignment and Acceptance"), together --------- ------------------------- with any Revolving Notes ------- - subject to such assignment. Upon such execution, delivery, acceptance 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, (i) 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 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 (S)20.3Section 16.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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/or its Term Loan Commitment Percentage and Term Loan Commitment, and the same portion of the Loans at the time owing to it, the Notes held by it 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 transfer Bank, each of the Agent and, unless a -------- Default or Event of Default shall have occurred and be continuing, the Borrower Company shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, consent will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (c) each assignment shall be in an amount that is $2,500,000 or a whole multiple of $1,000,000 in excess thereof, if such assignment is less than the assigning Bank's Commitment or Term Loan Commitment and (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, substantially in the form of Exhibit F hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3ss.20.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the Revolving Credit Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided that PROVIDED that (a) each of the Agent and, unless a -------- Default or other than during an Event of Default shall have occurred and be continuingDefault, the Borrower each shall have given its prior written consent the right to such assignmentapprove any Eligible Assignee, which consentapproval shall not be unreasonably withheld or delayed, it being agreed that the Agent and the Borrower 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 the request for approval, and the envelope in which it is delivered, is conspicuously marked with the case of following legend: "REQUEST FOR APPROVAL -- TIME SENSITIVE -- MUST RESPOND WITHIN SEVEN (7) DAYS") and if the Agent or the Borrower fails to respond within such seven (7) day period, such request for approval shall be deemed approved by the Agent or the Borrower, will not be unreasonably withheldor both, as the case may be, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in rights and obligations under this Agreement, (c) subject to the provisions of Section 2.7 hereof, each Bank shall have at all times an amount that is of its Commitment of not less than $2,500,000 or a multiple of $1,000,000 in excess thereof, 10,000,000 and (cd) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment assignment and Acceptanceassumption, substantially in the form of Exhibit EXHIBIT F hereto (an "Assignment and AcceptanceAssumption"), together with any Revolving Credit Notes ------- - subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least five two (52) Business Days after the execution thereofthereof 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, to the extent provided in such Assignment and AcceptanceAssumption, 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 (S)20.3Section 20.3, be released from its obligations under this Credit 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.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the 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, in the case of the Borrower, will not be unreasonably withheld, (bii) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (iii) each assignment shall be in an the minimum amount that is $2,500,000 or a multiple of $1,000,000 in excess thereof5,000,000, 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, substantially in the form of Exhibit F ExhibitD hereto (an "Assignment and Acceptance"), together with any the Notes ------- - subject to such assignment, (v) unless a Default or Event of Default shall have occurred, no 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 have occurred, Fleet shall retain a Commitment hereunder of not less than $20,000,000 and Citizens shall retain a Commitment hereunder of not less than $10,000,000, 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, 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, (i) 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 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 (S)20.3§18.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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 its Term Loan Percentage and Term Loan Exposure, and the same portion of the Loans at the time owing to it, it and the Notes held by it and and, if applicable, its participating interest in the risk relating to any Letters of Credit); provided that (ai) each of the Administrative Agent 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, in the case of the Borrower, consent will not be unreasonably withheld, (bii) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (iii) each assignment shall be in an a minimum amount that is $2,500,000 or a multiple of $1,000,000 5,000,000 or, if a Bank s total Commitment and/or Term Loan Exposure is less than $5,000,000, in excess thereofa minimum amount equal to such Bank s total Commitment and/or Term Loan Exposure, 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, substantially in the form of Exhibit F E hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment, (v) so long as no Event of Default exists, the Administrative Agent and the Documentation Agent (or their affiliates) shall retain, free of any such assignment, an amount of not less than $5,000,000, and (vi) any Bank may at any time, and from time to time, assign to any branch, lending office, affiliate of such Bank or Related Fund all or any part of its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Borrower. 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, (i) 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 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 (S)20.3Section 19.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld (provided that such consent shall not be required 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), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially a notice of such assignment in the form of Exhibit F hereto (an "Assignment and Acceptance")reasonably required by Agent, together with any Notes ------- - subject to such assignment, (d) in no event shall any 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 or Guarantor or any of their respective Subsidiaries, 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 Loans of not less than $5,000,000, and (g) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 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, Guarantor or any of their respective Subsidiaries.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided PROVIDED that (a) each of the Agent and, unless a -------- Default or other than during an Event of Default shall have occurred and be continuingDefault, the Borrower each shall have given its prior written consent the right to such assignmentapprove any Eligible Assignee, which consentapproval shall not be unreasonably withheld or delayed, it being agreed that the Agent and the Borrower 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 the request for approval, and the envelope in which it is delivered, is conspicuously marked with the case of following legend: "REQUEST FOR APPROVAL -- TIME SENSITIVE -- MUST RESPOND WITHIN SEVEN (7) DAYS") and if the Agent or the Borrower fails to respond within such seven (7) day period, such request for approval shall be deemed approved by the Agent or the Borrower, will not be unreasonably withheldor both, as the case may be, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in rights and obligations under this Agreement, (c) subject to the provisions of Section 2.7, each Bank shall have at all times an amount that is of its Commitment of not less than $2,500,000 or a multiple 10,000,000 unless otherwise consented to by the Agent and, other than during an Event of $1,000,000 in excess thereofDefault, the Borrower and (cd) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment assignment and Acceptanceassumption, substantially in the form of Exhibit EXHIBIT F hereto (an "Assignment and AcceptanceAssumption"), together with any Notes ------- - subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least five two (52) Business Days after the execution thereofthereof unless otherwise agreed by the Agent (PROVIDED -103- any assignee has assumed the obligation to fund any outstanding Eurodollar Rate Loans), (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AcceptanceAssumption, 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 (S)20.3Section 20.3, be released from its obligations under this Credit 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. 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, and (y) an Affiliate of such Bank, PROVIDED that such Affiliate is an Eligible Assignee. Without limiting the provisions of Section 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.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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 Letter of Credit Participations held by it, ) and the Revolving Credit Notes held by it and its participating interest in the risk relating to any Letters of Credit)it; provided that (a) each of the Agent and, unless a -------- Default or an Event of Default shall have occurred and be continuing, the Borrower each shall have given its prior written consent the right to such assignmentapprove any Eligible Assignee, which consent, in the case of the Borrower, will approval shall not be unreasonably withheld, it being agreed that the Agent and the Borrower must approve or reject a proposed Eligible Assignee within seven (7) days of receiving a written request from any Bank for such approval and if the Agent or the Borrower fails to respond within such seven (7) day period, such request for approval shall be deemed approved by the Agent or the Borrower, or both, as the case may be, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in rights and obligations under this Agreement, (c) subject to the provisions of ss.2.2 hereof, each Bank shall have at all times an amount that is of its Commitment of not less than $2,500,000 or a multiple of $1,000,000 in excess thereof, 8,000,000 and (cd) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment assignment and Acceptanceassumption, substantially in the form of Exhibit F G hereto (an "Assignment and AcceptanceAssumption"), together with any Revolving Credit Notes ------- - subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, 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, to the extent provided in such Assignment and AcceptanceAssumption, 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 (S)20.3ss.16.3, be released from its obligations under this Credit Agreement. Any such Assignment and Assumption shall run to the benefit of the Borrower and a fully executed copy of any such Assignment and Assumption shall be delivered by the Assignor to the Borrower.

Conditions to Assignment by Banks. (a) Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided that (ai) the Agent, Swingline Lender and Fronting Bank and, other than during an Event of Default, the Borrower each shall have the right to approve any such Eligible Assignee, which approval shall not be unreasonably withheld or 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 the request for approval sent to each of Agent, Borrower, Swingline Lender and Fronting Bank, 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 respond within such seven (7) day period, such request for approval shall be deemed approved by, respectively, the Agent, the Borrower, Swingline Lender and Fronting Bank, as the case may be, (ii) 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, (iii) 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, unless a -------- Default or other than during an Event of Default shall have occurred and be continuingDefault, the Borrower shall have given its prior written consent to such assignmentBorrower; provided, which consenthowever, in the case of an assignment of the Borrowerentire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank, will not be unreasonably withheld, (b) if such assignment is to an Affiliate of a Bank or an Eligible Assignee which is not an existing bankAssignee, then such assignment shall no minimum amount need be either such Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereof, 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 Acceptanceassumption, substantially in the form of Exhibit F hereto (an "“Assignment and Acceptance"Assumption”), together with any Notes ------- - subject to such assignment, and the assignee, if not already a Bank hereunder prior to such assignment, shall deliver to the Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least five two (52) Business Days after the execution thereofthereof 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, to the extent provided in such Assignment and AcceptanceAssumption, 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 (S)20.3§20.3, 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 any 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 of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and 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 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 Agreementand 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 be a Delinquent Bank for all purposes of this Agreement until such compliance occurs.

Conditions to Assignment by Banks. (a) Except as provided --------------------------------- herein, each Bank may assign to one or more 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(s) and Commitment Commitment(s) and the same portion of the Loans at the time owing to it, the Notes held by it and its (including for purposes of this §20 participating interest interests in the risk 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 the right to approve any such Eligible Assignee, which approval shall not be unreasonably withheld or 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 the request for approval sent to each of the Agent andand the Borrower, unless a -------- Default respectively, is conspicuously marked with the following legend: “REQUEST FOR APPROVAL – TIME SENSITIVE – MUST RESPOND WITHIN SEVEN (7) DAYS”) and if the Agent or Event of Default 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 shall have occurred the right to approve any such Eligible Assignee in connection with an assignment of any Revolving Credit Commitments, (ii) each such assignment shall be of a constant, and be continuingnot a varying, percentage of all the Borrower assigning Bank’s rights and obligations under this Agreement, except that this clause (ii) shall have given not prohibit any Bank from assigning all or a portion of its prior written consent 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 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 consentfor 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 case of an assignment of the Borrowerentire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank, will not be unreasonably withheld, (b) if such assignment is to an Affiliate of a Bank or an Eligible Assignee which is not an existing bankAssignee, then such assignment shall no minimum amount need be either such Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereof, 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, substantially in the form of Exhibit F hereto (an "Assignment and Acceptance")Assumption, together with any Notes ------- - subject to such assignment, and the assignee, if not already a Bank hereunder prior to such assignment, shall deliver to the Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least five two (52) Business Days after the execution thereofthereof 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, to the extent provided in such Assignment and AcceptanceAssumption, 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 (S)20.3§20.3, be released from its obligations under this Agreement 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 any 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 of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and 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 Agreementin accordance with its Commitment Percentage (based upon such Delinquent Bank’s percentage of the Total Revolving Credit Commitment). 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 be a Delinquent Bank for all purposes of this Agreement until such compliance occurs.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld (provided that such consent shall not be required for any assignment to another Bank, to an entity 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), (b) The Borrowers shall have given their prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed (provided that such consent shall not be required if such a Default or Event of Default shall have occurred and be continuing or for any assignment is to another Bank, to an Eligible Assignee entity which is not an existing bankunder 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), then (c) each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially in the form a notice of Exhibit F hereto (an "Assignment and Acceptance")such assignment, together with any Notes ------- - subject to such assignment, (e) in no event shall any 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 Borrower or any Guarantor, which rights shall instead be allocated PRO RATA among the other remaining Banks, (d) such assignee shall have a net worth or unfunded capital commitments as of the date of such assignment of not less than $100,000,000.00 unless such requirement is waived in writing by the Combined WPH Entity and the Agent, (e) such assignment is subject to the terms of any intercreditor agreement among the Banks and the Agent, and (f) such assignee shall acquire an interest in the Loans of not less than $5,000,000.00 unless such requirement is waived in writing by the Combined WPH Entity and the Agent. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 18.2, be released from its obligations under this Credit Agreement, and (iii) the Agent may unilaterally amend SCHEDULE 1.3 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 Borrowers and the Guarantors.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld or delayed (provided that such consent shall not be required 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), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially in the form a notice of Exhibit F hereto (an "Assignment and Acceptance")such assignment, together with any Notes ------- - subject to such assignment, (d) in no event shall any 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 Borrowers, 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, and (f) such assignee shall acquire an interest in the Loans of not less than $10,000,000. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 18.2, be released from its obligations under this Credit 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 Borrowers, the General Partner and the Guarantors.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the Revolving Credit Notes held by 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 Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (c) each assignment shall be in an amount that is not less than $2,500,000 10,000,000 or a multiple the remaining amount of $1,000,000 in excess thereofits Commitment, if less, and (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, substantially in the form of Exhibit F E hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3Section 19.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one another bank or more Eligible Assignees other entity all or a portion (but not less than all) 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 and its participating interest in the risk relating to any Letters of Creditit); provided that that (a) each of the Agent and, unless a -------- Default or Event of Default shall have occurred and given its prior written consent to such assignment, which consent shall not be continuingunreasonably withheld (provided that such consent shall not be required 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), (b) the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld 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), (bc) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially in the form a notice of Exhibit F hereto (an "Assignment and Acceptance")such assignment, together with any Notes ------- - subject to such assignment, (e) in no event shall any 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 or the Guarantor, which rights shall instead be allocated PRO RATA among the other remaining Banks, (f) such assignee shall have total assets as of the date of such assignment of not less than $500,000,000, and (g) such assignment is subject to the terms of any intercreditor agreement among the Banks and the Agent. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 18.2, be released from its obligations under this Credit 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 and the Guarantor.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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 and its participating interest in the risk relating to any Letters of Credit)it; provided that (ai) each of the Administrative 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld or delayed, (bii) if 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 assignment is to 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 assignments in amounts of $20,000,000 or in excess thereof or following the occurrence of a Default or an Eligible Assignee which is not an existing bankEvent of Default), then (iii) each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Credit 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, substantially in the form of Exhibit F hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.319.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the Revolving Credit Notes held by 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 Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, consent will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (c) each assignment shall be in an amount that is $2,500,000 or a whole multiple of $1,000,000 in excess thereof, E5,000,000 (or less if such lesser amount represents 100% of such assigning Bank's Commitment) and (cd) 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, substantially in the form of Exhibit F D hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3Section 20.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees bankS or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that (a) each of the Agent and, unless a -------- Default or provided no Event of Default shall have occurred and be continuing, the Borrower shall have given its their prior written consent to such assignment, which consent, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld (provided that such consent shall not be required for any assignment to another Bank, to a wholly-owned subsidiary of such Bank or to a Person controlling, controlled by or under common control with such Bank, provided that such assignee shall remain a wholly-owned subsidiary of such Bank or remain a Person controlling, controlled by or under common control with such Bank, as applicable), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially Acceptance Agreement in the form of attached hereto as Exhibit F hereto and by this reference incorporated herein (an the "Assignment and AcceptanceAssignment"), together with any Notes ------- - subject to such assignment, (d) in no event shall any assignment be made to any Person controlling, controlled by or under common control with, or which is otherwise acting in concert with the Borrower, any of its general partners, the Guarantor, Crescent REIT or Crescent OP's Subsidiaries, (e) such assignee shall have a net worth as of the date of such assignment of not less than $500,000,000 unless such requirement is waived in writing by the Borrower and the Agent, (f) such assignment is subject to the terms of any intercreditor agreement among the Banks and the Agent, (g) such assignee shall acquire an interest in the Loans of not less than $5,000,000.00 unless, pursuant to such assignment, such Assignee is acquiring all of the assigning Bank's Commitment, and (h) if applicable, such assignee shall deliver the documents required under Section 18.10. 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 thereofof such 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 and AcceptanceAssignment, have the rights and obligations of a Bank hereunder, and (ii) the assigning Bank shall, to the extent provided in such assignment Assignment and upon payment to the Agent of the registration fee referred to in (S)20.3Section 18.2, be released from its obligations under this Credit Agreement, and (iii) the Agent may unilaterally amend Schedule I to reflect such Assignment. In connection with each Assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Bank that such assignee is not controlling, controlled by, under common control with and is otherwise not acting in concert with the Borrower, its general partners, the Guarantor, Crescent REIT or Crescent OP's Subsidiaries.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, --------------------------------- each Bank may assign to one or more 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, the Notes held by it it, the Competitive Bid Loan Accounts maintained by it, and its participating interest in the risk relating to any Letters of Credit); provided that (a) each of the Agent and, unless a and the Borrower each -------- Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent right to such assignmentapprove any Eligible Assignee, which consent, in the case of the Borrower, will approval shall not be unreasonably withheld, it being agreed that the Agent and the Borrower 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 the -------- request for approval, and the envelope in which it is delivered, is conspicuously marked with the following legend: "REQUEST FOR APPROVAL -- TIME SENSITIVE -- MUST RESPOND WITHIN SEVEN (7) DAYS") and if the Agent or the Borrower fails to respond within such seven (7) day period, such request for approval shall be deemed approved by the Agent or the Borrower, or both, as the case may be, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in rights and obligations under this Agreement, (c) subject to the provisions of (S)2.3 hereof, each Bank shall have at all times an amount that is of its Commitment of not less than $2,500,000 or a multiple of $1,000,000 in excess thereof, 10,000,000 and (cd) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment assignment and Acceptanceassumption, substantially in the form of Exhibit F hereto (an "Assignment and Acceptance--------- Assumption"), together with any Notes ------- - subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, 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, to the extent provided in such Assignment and AcceptanceAssumption, 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 (S)20.3S)19.3, be released from its obligations under this Credit 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.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each ---------- -- ---------- -- ----- Bank may assign to one or more 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, the Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided that (a) each -------- of the Agent and, unless a -------- and the Borrower (except that the Borrower's consent shall not be required if an Event to Default or Event of Default shall have has occurred and be is continuing, the Borrower ) shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, consent will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (c) each assignment shall be in an amount that is no less than $2,500,000 2,500,000, or a larger integral multiple of $1,000,000 in excess thereof1,000,000, or if less, the entire amount of such Bank's Commitment, Acquisition Commitment and Loans, and (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, substantially in the form of Exhibit F J hereto (an "Assignment and Acceptance"), ------- together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3S)19.3, be released from its obligations under this Credit Agreement, and (iii) Schedule 1 -------- - shall be amended to reflect such assignment.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the Revolving Credit Notes held by it and its participating interest in the risk relating to any Letters of Creditit); 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, in the case of the Borrower, consent will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (c) each assignment shall be in an amount that is $2,500,000 or a multiple minimum of $1,000,000 in excess thereof5,000,000, or, 52 -47- if such Bank's Commitment is less than $5,000,000, the amount of such Bank's Commitment and (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, substantially in the form of Exhibit F D hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes ------- - subject to such assignment. 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, (ia) 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 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 (S)20.3Section 18.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the Notes held by it 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, in the case of the Borrower, consents will not be unreasonably withheld, except that such consents shall not be required in the event of any assignment from a Bank to an Affiliate of such Bank so long as such Affiliate qualifies as an Eligible Assignee and such Affiliate is incorporated or organized under the laws of the United States of America or a state thereof or the District of Columbia, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (c) each assignment shall be in an amount that is $2,500,000 or a whole multiple of $1,000,000 in excess thereof5,000,000 (or less, if it represents the entire amount of the Assignors Revolver A Commitment or Revolver B Commitment) and (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, substantially in the form of Exhibit F E hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3S)18.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that (a) each of the Agent and, unless a -------- Default or Event of Default shall have occurred and be continuing, the Borrower Issuing Bank shall have given its their prior written consent to such assignment, which consent, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld (provided that such consent shall not be required for any assignment to another Bank, to a Related Fund of such Lender, 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) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire 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 be in an amount that is $2,500,000 or of a multiple of $1,000,000 in excess thereofconstant, 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, substantially Acceptance Agreement (an "Assignment and Acceptance Agreement") in the form of Exhibit F hereto (an "Assignment and Acceptance")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 unless such assignment is to another Bank or a Related Fund or unless such requirement is waived by the Borrower and the Agent, and (g) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $5,000,000. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 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 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, the Notes Revolving Credits held by 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 Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (c) each assignment shall be in an amount that is $2,500,000 or a whole multiple of $1,000,000 in excess thereof2,500,000, (d) so long as no Default or Event of Default has occurred and is continuing, Fleet shall at all times retain a Commitment Percentage of not less than 51%, and (ce) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit F E hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3ss 19.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld (provided that such consent shall not be required for any assignment to another Bank or to a wholly-owned subsidiary of such Bank provided that such assignee shall remain a wholly-owned subsidiary of such Bank), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially in the form a notice of Exhibit F hereto (an "Assignment and Acceptance")such assignment, together with any Notes ------- - subject to such assignment, (d) in no event shall any 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 Guarantor or their respective Subsidiaries or Investment Partnerships, 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 such requirement is waived in writing by the Borrower and the Agent, (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 Loans of not less than $10,000,000.00. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3, be released from its obligations under this Credit Agreement.the

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including Agreement, including, as applicable, all or a portion of its Domestic Commitment Percentage, its Canadian Commitment Percentage, its U.K. Commitment Percentage and and/or its PR Commitment and the same portion of the Loans at the time owing to itPercentage, the Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided that (ai) unless such assignment is to a Bank or an affiliate of a Bank or an Approved Fund, each of the Administrative Agent and, unless a -------- Default or an Event of Default shall have occurred and be continuing, the Borrower Ryder shall have given its prior written consent to such assignmentassignment (such consent not to be unreasonably withheld or delayed), which consent, (ii) except in the case of an assignment of the Borrowerentire remaining amount of the assigning Bank's Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank or an affiliate of a Bank or an Approved Fund with respect to a Bank, will not be unreasonably withheldthe aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, (b) if determined as of the date the Assignment and Assumption with respect to such assignment is delivered to an Eligible Assignee which the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not an existing bankbe less than $5,000,000 unless each of the Administrative Agent and, then so long as no Event of Default has occurred and is continuing, Ryder otherwise consents (each such consent not to be unreasonably withheld or delayed); (iii) each partial assignment shall be either such made as an assignment of a proportionate part of all the assigning Bank's entire interest rights and obligations under this Agreement with respect to the Loans or be the Commitment assigned, except that this clause (iii) shall not apply to rights in an amount that is $2,500,000 or a multiple respect of $1,000,000 in excess thereof, Swing Line Loans; and (civ) the parties to such each assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), Administrative Agent an Assignment and Acceptance, substantially in the form of Exhibit F hereto (an "Assignment and Acceptance")Assumption, together with any Notes ------- - subject a processing and recordation fee of $3,500. Ryder shall not be deemed to such assignmenthave unreasonably withheld its consent for the purposes of this section if it advises the 124 Administrative Agent and the applicable assignor Bank in good faith of the business reasons why Ryder does not desire a business relationship with the proposed assignee. Upon such execution, delivery, Subject to acceptance and recordingrecording thereof by the Administrative Agent pursuant to Section 21.3, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least five (5) Business Days after the execution thereof, (i) the assignee Eligible Assignee thereunder shall be a party hereto to this Agreement and, to the extent provided in of the interest assigned by such Assignment and AcceptanceAssumption, have the rights and obligations of a Bank hereunderunder this Agreement, and (ii) the assigning Bank thereunder shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in (S)20.3interest assigned by such Assignment and Assumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 6.7, 6.8, 6.10, 15, 18 and 19 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Bank. In the case of any assignments by and between any Bank and any affiliate of such Bank, such Persons shall use their reasonable best efforts to coordinate the administration of this Agreement and approvals of any amendment, modification or waiver of any provision of this Agreement so as to minimize (to the extent reasonably possible) the administrative burden on the Borrowers.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, --------------------------------- each Bank may assign to one or more 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 and its participating interest in the risk relating to any Letters of Creditit); 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 -------- their prior written consent to such assignment, which consent, in the case of the Borrower, consent will not be unreasonably withheld, (b) if such provided, that, no consent of the Borrower shall be -------- ---- required in connection with an assignment is to an Eligible Assignee which is not an existing bankAffiliate of any Bank or to the Federal Reserve Bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, each assignment shall be in an amount that is $2,500,000 or a whole multiple of $1,000,000 in excess thereof5,000,000, and (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, substantially in the form of Exhibit F G --------- hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3S)17.3, be released from its obligations under this Credit Agreement. In connection with any such assignment, the Agent shall have the power and authority to amend Schedule 1 hereto to reflect changes in the Commitments, the -------- - Commitment Percentages, the Domestic Lending Offices and such other 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 Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld (provided that such consent shall not be required 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), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially in the form a notice of Exhibit F hereto (an "Assignment and Acceptance")such assignment, together with any Notes ------- - subject to such assignment, (d) in no event shall any 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 or the Guarantor, 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 and (f) such assignee shall acquire an interest in the Loans of not less than $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 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, 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 18.2, be released from its obligations under this Credit 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 Guarantor.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit 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, the Notes held by it and its participating interest in the risk relating to any Letters of CreditPercentage); 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, in the case of the Borrower, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then such assignment shall be either such of a constant, and not a varying, percentage of all of the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially in the form of Exhibit F I 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 a minimum amount of not less than $5,000,000 (or, if less, such Bank's entire Commitment), and (e) BKB (and its Affiliates) shall at all times prior to the occurrence of an Event of Default maintain a Commitment of at least $15,000,000. 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, (i) 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 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 (S)20.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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 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 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, in the case of the Borrower, consent will not be unreasonably withheldwithheld or delayed, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either in constant, and not varying, percentages of all the assigning Bank's rights and obligations 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 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 A 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 interest Loans, Revolving Credit Commitment, Term A Commitment and Term B Commitment, as applicable or be in an such lesser amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofconsented to by the Agent), and (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, substantially in the form of Exhibit F hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to 91 -83- such assignment. 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, (ix) 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 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 (S)20.3Section 20.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld or delayed (provided that such consent shall not be required 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), (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (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, substantially in the form a notice of Exhibit F hereto (an "Assignment and Acceptance")such assignment, together with any Notes ------- - subject to such assignment, (d) in no event shall any 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, 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, and (f) such assignee shall acquire an interest in the Loans of not less than $10,000,000. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 18.2, be released from its obligations under this Credit 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 and the Guarantors.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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 and its participating interest in the risk relating to any Letters of Credit)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, in the case of the Borrower, will consent shall not be unreasonably withheld, (bii) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (iii) each assignment shall be in an amount that is $2,500,000 or a whole multiple of $1,000,000 in excess thereof2,000,000 (or such lesser amount as shall constitute the aggregate holdings of such Bank), 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 Acceptanceacceptance, substantially in the form of Exhibit F EXHIBIT E hereto (an "Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE"), together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3assignment, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each --------------------------------- Bank may assign to one or more 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, the Revolving Credit Notes held by it and its participating interest in the risk relating to any Letters of Creditit); provided that (a) each of the Agent and, unless a and the -------- 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, in the case of the Borrower, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations in respect of the Revolving Credit Loans under this Credit Agreement, (c) each assignment shall be in an amount that is of no less than $2,500,000 5,000,000, or, if less, the entire remaining amount of the assigning Bank's interest in the Revolving Credit Loans, or a larger integral multiple of $1,000,000 in excess thereof1,000,000, (d) 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 (ce) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit F C --------- hereto (an "Assignment and Acceptance"), together with any Revolving Credit Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.3S)19.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees banks or other entities 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 and its participating interest in the risk relating to any Letters of Creditit); provided that 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, in the case of the Borrower, will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereofrights and obligations under this Agreement, and (cb) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form a notice of Exhibit F hereto (an "Assignment and Acceptance")such assignment, together with any Notes ------- - subject to such assignment, (c) in no event shall any 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 Guarantor, which rights shall instead be allocated pro rata among the other remaining Banks, (d) such assignee shall have a net worth as of the date of such assignment of not less than $500,000,000, (e) such assignee shall acquire an interest in the Loans of not less than $10,000,000, (f) the assignor shall assign its entire interest in the Loans or retain an interest in the Loans of not less than $10,000,000 and (g) each such assignment shall be subject to the approval of the Agent, which approval shall not be unreasonably withheld. 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 thereofof 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 and Acceptanceassignment, 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 (S)20.3Section 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 Guarantor. 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.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Facility Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it and its participating interest in the risk relating to any Letters of Creditit); provided that 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, in the case of the Borrower, will consent shall not be unreasonably withheldwithheld or delayed, except that such consent shall not be needed with respect to an assignment from a Bank to either one of its Affiliated Banks or to another Bank hereunder, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a portion of the assigning Bank's entire interest or rights and obligations under this Agreement relating to a specified Facility Percentage, (c) each assignment shall be of Loans in an amount of not less than $10,000,000 (which number will be reduced in proportion to any partial prepayment of the Loans pursuant to 3.2) that is $2,500,000 or a whole multiple of $1,000,000 1,000,000, (d) each Bank either shall assign all of its Loans and cease to be a Bank hereunder or shall retain, free of any such assignment, an amount of its Outstanding Loans of not less than $10,000,000 (which number will be reduced in excess thereofproportion to any partial prepayment of the Loans pursuant to 3.2), and (ce) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Exhibit F E hereto (an "Assignment and Acceptance")) , together with any Notes ------- - subject to such assignment. 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, (i) 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 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 (S)20.318.3, be released from its obligations under this Credit Agreement. So long as no Default or Event of Default has occurred and is continuing, Borrower's consent shall also be required for any assignment to an Eligible Assignee which is not at the time a Bank hereunder or one of such Bank's Affiliated Banks provided that Borrower's consent shall not be unreasonably withheld or delayed and shall not be withheld unless Borrower simultaneously designates an alternative Eligible Assignee (approved by the Agent) who agrees to accept an assignment of the interest which the assigning Bank proposed to assign and pay to such assigning Bank a sum equal to the Outstanding balance of principal and interest of Loans relating to the Facility Percentage being assigned. Assignments by BankBoston shall be exempt from the requirement in clause (c) above that assignments be of Loans in an amount which is a whole multiple of $1,000,000, the requirement that the effective date be at least five days after execution of the Assignment and Acceptance and the requirement for Borrower's consent and there shall be no registration fee with respect thereto under 18.3.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each --------------------------------- Bank may assign to one or more 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 and its participating interest in the risk relating to any Letters of Credit)it; provided that (a) each of the Administrative Agent and, unless a so -------- Default or long as no Event of Default shall have occurred and be continuinghas occurred, the Borrower shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, consent will not be unreasonably withheld, (b) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Agreement and under the Short-Term Credit Agreement, (c) each assignment of less than all of the assigning Bank's rights and obligations under this Agreement, shall be in an amount that is equal to $2,500,000 or a multiple 15,000,000 and in integral multiples of $1,000,000 in excess thereof, and (cd) 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, substantially in the form of Exhibit F G hereto (an "Assignment and Acceptance"), together with any --------- ------------------------- Notes ------- - subject to such assignment. Upon such execution, delivery, acceptance 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, (i) 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 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 (S)20.3Section 16.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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 relating related to any Letters of CreditCredit 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 assigning Bank or (b) each of the Agent and, unless a -------- Default or Event of Default shall have occurred and be continuing, the Borrower Agents shall have given its their prior written consent to such assignment, which consent, in the case of the Borrower, consent will not be unreasonably withheld, (bii) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (iii) each assignment shall be in an a minimum amount that is of $2,500,000 5,000,000 or a larger integral multiple of $1,000,000 in excess thereofthereof (or if less, the entire Revolving Credit Commitment and Term Loan Commitment of the 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, substantially in the form of Exhibit F D hereto (an "Assignment and Acceptance"), together with any Notes ------- - subject to such assignment. 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 thereofthereof (unless an earlier effective date is agreed to by the Agents), (i) 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 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 (S)20.3ss.22.3, be released from its obligations under this Credit Agreement.

Conditions to Assignment by Banks. (a) Except as provided --------------------------------- herein, each Bank may assign to one or more 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(s) and Commitment Commitment(s) and the same portion of the Loans at the time owing to it, the Notes held by it and its (including for purposes of this §20 participating interest interests in the risk 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 the right to approve any such Eligible Assignee, which approval shall not be unreasonably withheld or 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 the request for approval sent to each of the Agent andand the Borrower, unless a -------- Default respectively, is conspicuously marked with the following legend: “REQUEST FOR APPROVAL – TIME SENSITIVE – MUST RESPOND WITHIN SEVEN (7) DAYS”) and if the Agent or Event of Default 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 shall have occurred the right to approve any such Eligible Assignee in connection with an assignment of any Revolving Credit Commitments, (ii) each such assignment shall be of a constant, and be continuingnot a varying, percentage of all the Borrower assigning Bank’s rights and obligations under this Agreement, except that this clause (ii) shall have given not prohibit any Bank from assigning all or a portion of its prior written consent rights and obligations in the Total Revolving Credit Commitments and the Delayed Draw Term Facility on a non-pro rata basis, (iii) 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 Commitments (which consentfor 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 case of an assignment of the Borrowerentire remaining amount of the assigning Bank’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Bank, will not be unreasonably withheld, (b) if such assignment is to an Affiliate of a Bank or an Eligible Assignee which is not an existing bankAssignee, then such assignment shall no minimum amount need be either such Bank's entire interest or be in an amount that is $2,500,000 or a multiple of $1,000,000 in excess thereof, 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, substantially in the form of Exhibit F hereto (an "Assignment and Acceptance")Assumption, together with any Notes ------- - subject to such assignment, and the assignee, if not already a Bank hereunder prior to such assignment, shall deliver to the Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, which effective date shall be at least five two (52) Business Days after the execution thereofthereof 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, to the extent provided in such Assignment and AcceptanceAssumption, 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 (S)20.3§20.3, be released from its obligations under this Agreement 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 any 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 of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and 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 Agreementin accordance with its Commitment Percentage (based upon such Delinquent Bank’s percentage of the Total Revolving Credit Commitment). 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 be a Delinquent Bank for all purposes of this Agreement until such compliance occurs.

Conditions to Assignment by Banks. Except as provided --------------------------------- herein, each Bank may assign to one or more 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, the 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, in the case of the Borrower, will not be unreasonably withheld, (bii) if such assignment is to an Eligible Assignee which is not an existing bank, then each such assignment shall be either such of a constant, and not a varying, percentage of all the assigning Bank's entire interest or rights and obligations under this Credit Agreement, (iii) each assignment shall be in an the minimum amount that is $2,500,000 or a multiple of $1,000,000 in excess thereof5,000,000, 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, substantially in the form of Exhibit F D hereto (an "Assignment and Acceptance"), together with any the Notes ------- - subject to such assignment, (v) unless a Default or Event of Default shall have occurred, no 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 have occurred, Fleet shall retain a Commitment hereunder of not less than $20,000,000 and Citizens shall retain a Commitment hereunder of not less than $10,000,000, 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, 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, (i) 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 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 (S)20.3Section 18.3, be released from its obligations under this Credit Agreement.