Common use of Conditions to Assignment by Lenders Clause in Contracts

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, the Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided that (a) the Agent and, other than during an Event of Default, the Borrower each shall have the right to approve any Eligible Assignee (or such other financial institution), which approval, in the case of an Eligible Assignee, shall not be unreasonably withheld or delayed, (b) subject to the provisions of §2.7, each Lender shall have at all times an amount of its Commitment of not less than $5,000,000 unless otherwise consented to by the Agent 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 assumption, substantially in the form of Exhibit D hereto (an “Assignment and 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 Assumption, which effective date shall be at least two (2) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans), (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Assumption, have the rights and obligations of a Lender hereunder and thereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §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. Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any commercial banks, other financial institution approved by the Agent) institutions or other Persons, all or a portion (in a minimum amount of $5,000,000) 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 Administrative Agent and, other than during unless an Event of DefaultDefault shall have occurred and be continuing, the Borrower each shall have the right given its prior written consent to approve any Eligible Assignee (or such other financial institution)assignment, which approvalconsent, in the case of an Eligible Assigneethe Borrower, shall will not be unreasonably withheld or delayed, ; (b) subject each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Credit Agreement; (c) each assignment (or, in the case of assignments by a Lender to its Lender Affiliates, the provisions aggregate holdings of §2.7, each such Lender and its Lender Affiliates after giving effect to such assignments) other than assignments to existing Lenders shall have at all times be in an amount of its that is equal to (i) such Lender's entire Commitment of not less than or an amount equal to $5,000,000 unless otherwise consented to or an integral multiple of $100,000 in excess thereof or (ii) such amount as may be mutually agreed upon by the assigning Lender, assignee Lender, the Administrative Agent and the Borrower; 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 Assignment and assumptionAcceptance, substantially in the form of Exhibit EXHIBIT D hereto (an “Assignment and Assumption”"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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (iy) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (iiz) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §20.3Section 15.3, 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 Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more assignees (each, an "Eligible Assignees (or to any other financial institution approved by the AgentAssignee") all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Loan Agreement (including all or a portion of its Commitment Percentage and its Lender's 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 Creditit); provided that that: (a) -------- each such assignment shall be of a constant, and not a varying, percentage of all the Agent and, other than during an Event of Default, the Borrower each shall have the right to approve any Eligible Assignee (or such other financial institution), which approval, in the case of an Eligible Assignee, shall not be unreasonably withheld or delayedassigning Lender's rights and obligations under this Loan Agreement, (b) subject to the provisions of §2.7, each Lender shall have at all times an amount of its Commitment of not less than $5,000,000 unless otherwise consented to by the Agent and (c) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an assignment Assignment and assumptionAcceptance, substantially in the form of Exhibit D hereto (an “"Assignment and Assumption”--------- Acceptance"), together with any Notes subject to such assignment. At no time shall Administrative Agent or any Lender assign any of their respective rights to a competitor of the Borrower. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §20.3(S)17.3, be released from its obligations under this Agreement. Any such Assignment Loan Agreement and Assumption shall run to under the benefit of Intercreditor Agreement accruing after 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 Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate date of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent)assignment.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment 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)it; provided that (a) each of the Agent Agents and, other than during unless a Default or an Event of DefaultDefault shall have occurred and be continuing, the Borrower each Borrower, shall have the right given its prior written consent to approve any Eligible Assignee (or such other financial institution)assignment, which approvalconsent, in the case of an Eligible Assigneethe Borrower, shall will not be unreasonably withheld or delayedwithheld, (b) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions of §2.7assigning Lender's rights and obligations hereunder, (c) each Lender assignment shall have at all times be in an amount of its Commitment of not less than that is at least equal to $5,000,000 unless otherwise consented to by the Agent 5,000,000, and (cd) the parties to such assignment shall execute and deliver to the AgentAgents, for recording in the Register (as hereinafter defined), an assignment Assignment and assumptionAcceptance, substantially in the form of Exhibit D N hereto (an “"Assignment and Assumption”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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent Agents of the registration fee referred to in §20.3Section 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. Notwithstanding the provisions foregoing, no consent shall be required hereunder for any assignment resulting from the acquisition of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) by another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent)financial institution.

Conditions to Assignment by Lenders. Except as otherwise provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) Persons all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and pro rata share of the Term Loan Commitment and the same portion of the Term Loans at the time owing to it, it and the Term Loan Notes held by it and its participating interest in the risk relating to any Letters of Creditit); provided that (a) each such assignment shall be of a constant, and not a varying, percentage of all the Agent and, other than during an Event assigning Lender’s rights and obligations in respect of Default, the Borrower each shall have the right to approve any Eligible Assignee (or such other financial institution), which approval, in the case of an Eligible Assignee, shall not be unreasonably withheld or delayedTerm Loans under this Credit Agreement, (bc) subject to the provisions of §2.7, each Lender assignment shall have at all times be in an amount of its Commitment of not no less than $5,000,000 unless otherwise consented to by 1,000,000, or, if less, the Agent entire remaining amount of the assigning Lender’s interest in the Term 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 Assignment and assumptionAcceptance, substantially in the form of Exhibit D C hereto (an “Assignment and AssumptionAcceptance”), together with any Term Loan Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §20.3, shall be released from its obligations under this Agreement. Any Credit Agreement to the extent of the interest assigned pursuant to 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 Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent)Acceptance.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) 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 related to any Letters of Credit); provided PROVIDED that (i) either (a) such assignment is to another Lender or an affiliate, managed fund, or managed account of the assigning Lender or (b) the Administrative Agent and, other than during an Event of Default, the Borrower each shall have the right given its prior written consent to approve any Eligible Assignee (or such other financial institution)assignment, which approval, in the case of an Eligible Assignee, shall consent will not be unreasonably withheld or delayedwithheld, (bii) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions of §2.7assigning Lender's rights and obligations under this Credit Agreement, (iii) each Lender assignment shall have at all times an be in a minimum amount of its $500,000 (or if less, the entire Commitment of not less than $5,000,000 unless otherwise consented to by the Agent assigning Lender), 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 Assignment and assumptionAcceptance, substantially in the form of Exhibit D EXHIBIT C hereto (an “Assignment and Assumption”"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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof (unless otherwise an earlier effective date is agreed or accepted to by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate LoansAdministrative Agent), (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §20.3ss.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 Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, it and the Notes Note held by it and its participating interest in it), upon satisfaction of the risk relating to any Letters of Credit); provided that following conditions: (a) the each of Administrative Agent and, other than during an Event of Default, the and Borrower each shall have the right given its prior written consent to approve any Eligible Assignee such assignment (or such other financial institution), which approvalprovided that, in the case of an Eligible AssigneeBorrower, shall such consent will not be unreasonably withheld and shall not be required if a Default or delayed, an Event of Default shall have occurred and be continuing or if an assignment is to an Eligible Assignee); (b) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions assigning Lender’s rights and obligations under this Agreement; (c) while an Event of §2.7Default is not existing, each Lender assignment shall have at all times be in an amount that is at least Five Million Dollars ($5,000,000.00) and shall be a whole multiple of its Commitment of not less than One Million Dollars ($5,000,000 unless otherwise consented to by the Agent 1,000,000.00) and (cd) the parties to any such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined)Register, an assignment Assignment and assumption, Acceptance substantially in the form of Exhibit D hereto (an “Assignment and AssumptionAcceptance”), together with any Notes Note subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, which effective date xxxx shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (ix) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, shall have the rights and obligations of a Lender hereunder and thereunderhereunder, and (iiy) the assigning Lender shall, to the extent provided in such assignment Assignment and Acceptance and upon payment to the Administrative Agent of the registration fee referred to in §20.3Section 11.15.3, 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. Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment 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)it; provided that (a) each of the Agent Agents and, other than during unless a Default or an Event of DefaultDefault shall have occurred and be continuing, the Borrower each Borrower, shall have the right given its prior written consent to approve any Eligible Assignee (or such other financial institution)assignment, which approvalconsent, in the case of an Eligible Assigneethe Borrower, shall will not be unreasonably withheld or delayedwithheld, (b) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions of §2.7assigning Lender’s rights and obligations hereunder, (c) each Lender assignment shall have at all times be in an amount of its Commitment of not less than that is at least equal to $5,000,000 unless otherwise consented to by the Agent 5,000,000, and (cd) the parties to such assignment shall execute and deliver to the AgentAgents, for recording in the Register (as hereinafter defined), an assignment and assumptionacceptance agreement, substantially in form and substance reasonably satisfactory to the form of Exhibit D hereto Agents (an “Assignment and AssumptionAcceptance”), 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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent Agents of the registration fee referred to in §20.3Section 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. Notwithstanding the provisions foregoing, no consent shall be required hereunder for any assignment resulting from the acquisition of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) by another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent)financial institution.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, it and the Notes held by it and its participating interest in it), upon satisfaction of the risk relating to any Letters of Credit); provided that following conditions: (a) each of the Agent and, other than during an Event of Default, and the Borrower each shall have the right given its prior written consent to approve any Eligible Assignee such assignment (or such other financial institution), which approvalprovided that, in the case of an Eligible Assigneethe Borrower, shall such consent will not be unreasonably withheld or delayed, but shall not be required if an Event of Default shall have occurred and be continuing); (b) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions of §2.7assigning Lender’s rights and obligations under this Agreement, (c) each Lender assignment shall have at all times be in an amount that is at least $10,000,000 and is a whole multiple of its Commitment of not less than $5,000,000 unless otherwise consented to by the Agent 1,000,000, 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 assumptionAcceptance, substantially in the form of Exhibit D E hereto (an “Assignment and AssumptionAcceptance”), 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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §20.3Section 11.3.3, 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. Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) 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 participation interest in the risk relating to any Letters Letter of Credit); provided that (a) the Administrative Agent and, other than during an so long as no Event of DefaultDefault has occurred, the Borrower each Borrowers shall have the right given their prior written consent to approve any Eligible Assignee such assignment (or such other financial institution), which approval, in the case of an Eligible Assignee, shall consent not be unreasonably withheld or delayedwithheld), other than assignments to Affiliates of the assigning Lender which shall not require such consent, (b) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions of §2.7assigning Lender's rights and obligations under this Credit Agreement, (c) each Lender assignment shall have at all times be in an amount of its Commitment of that is not less than $5,000,000 unless otherwise consented to by such assigning Lender is assigning its entire Commitment or unless the Agent assignee is at the time of the assignment a Lender under this Credit Agreement, 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 Assignment and assumptionAcceptance, substantially in the form of Exhibit D C hereto (an “"Assignment and Assumption”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 AssumptionAcceptance, which effective date shall be at least two (2) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans), (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Assumption, have the rights and obligations of a Lender hereunder and thereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §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. Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).five

Conditions to Assignment by Lenders. Except as provided herein, each Each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, it and the Notes Note held by it and its participating interest in it), upon satisfaction of the risk relating to any Letters of Credit); provided that following conditions: (a) each of the Agent and, other than during an Event of Default, and the Borrower each shall have the right given its prior written consent to approve any Eligible Assignee such assignment (or such other financial institution), which approvalprovided that, in the case of an Eligible Assigneethe Borrower, such consent will not be unreasonably withheld, conditioned or delayed and shall not be unreasonably withheld required if a Default or delayed, Event of Default shall have occurred and be continuing); (b) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions assigning Lender’s rights and obligations under this Agreement, (c) each assignment shall be in an amount that is at least $5,000,000 and is a whole multiple of §2.7$500,000, (d) each Lender which is a Lender at the time of such assignment shall have at all times retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000 unless otherwise consented to (this requirement shall not apply if an Event of Default exists) and in the case of Key the amount retained by the Agent Key will be larger than any other Lender, and (ce) the parties to such assignment shall execute and deliver to the Agent, with a copy to Borrower, for recording in the Register (as hereinafter defined), an assignment Assignment and assumptionAcceptance, substantially in the form of Exhibit D G hereto (an “Assignment and AssumptionAcceptance”), together with any Notes Note subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (ix) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (iiy) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §20.3Section 16.3.3, be released from its obligations under this Agreement. Any such Assignment and Assumption shall run , with respect to the benefit amount assigned, from and after the date of the Borrower and a copy of any such Assignment and Assumption shall be delivered by the Assignor assignment. Prior to the Borrower. Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Lender may, without the consent assigning any portion of the Borrower, make an assignment otherwise permitted hereunder its interest to (x) another any Non-U.S. Lender, and such Lender shall give to Borrower thirty (y30) an Affiliate days prior notice of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent)assignment.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) 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 participation interest in the risk relating to any Letters of CreditCredit Instrument); provided that (a) the Administrative Agent and, other than during an Event of Default, the Borrower each shall have the right given its prior written consent to approve any Eligible Assignee such assignment (or such other financial institution), which approval, in the case of an Eligible Assignee, shall consent not be unreasonably withheld or delayedwithheld), (b) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions of §2.7assigning Lender's rights and obligations under this Credit Agreement, (c) each Lender assignment shall have at all times be in an amount of its Commitment of not less than $5,000,000 unless otherwise consented to by the Agent 10,000,000, 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 Assignment and assumptionAcceptance, substantially in the form of Exhibit D C hereto (an “"Assignment and Assumption”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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §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. Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Loan 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 portion of the Note held by it and its participating interest in it), upon satisfaction of the risk relating to any Letters of Credit); provided that following conditions: (a) each of the Administrative Agent and, other than during an Event of Default, and the Borrower each shall have the right given its prior written consent to approve any Eligible Assignee such assignment (or such other financial institution)provided that, which approval, (1) in the case of an Eligible Assigneethe Borrower, such consent will not be unreasonably withheld, delayed, or conditioned and such consent shall not be required if a Default or Event of Default shall have occurred and be continuing and (2) in the case of the Administrative Agent, such consent will not be unreasonably withheld or withheld, delayed, or conditioned); (b) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions assigning Lender's rights and obligations under this Loan Agreement, (c) each assignment shall be in an amount that is at least $5,000,000.00 and is a whole multiple of §2.7$1,000,000.00, (d) each Lender which is a Lender at the time of such assignment shall have at all times retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000 unless otherwise consented 5,000,000.00, (e) prior to by the Agent occurrence of an Event of Default, the Administrative Agent, in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than $25,000,000.00, and (cf) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an assignment Assignment and assumptionAcceptance, substantially in the form of Exhibit D H hereto (an “"Assignment and Assumption”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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof, and written notice thereof unless otherwise agreed or accepted by to the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)Borrower, (ix) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (iiy) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §20.3Section 13.3.3, be released from its obligations under this Loan 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 Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) 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 and/or all or a portion of its Term Loan at the time owing to it, the Notes Revolving Credit Note or Term Note held by it and and, if applicable, its participating interest in the risk relating to any Letters of CreditCredit or Swing Line Loans); provided PROVIDED that (ai) each of the Administrative Agent and, other than during an unless a Default or Event of DefaultDefault shall have occurred and be continuing, the Borrower each Parent (as the representative of the Borrowers) shall have the right given its prior written consent to approve any Eligible Assignee (or such other financial institution)assignment, which approvalconsent, in the case of an Eligible Assigneethe Parent, shall will not be unreasonably withheld or delayedwithheld, (bii) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions assigning Lender's rights and obligations under this Credit Agreement, PROVIDED, HOWEVER, that nothing contained herein shall restrict any Lender from making a non-pro rata assignment of §2.7its Loans, (iii) each Lender assignment shall have at all times an be in a minimum amount of its $5,000,000, or, if less, the entire Commitment of not less than $5,000,000 unless otherwise consented to by the Agent such Lender 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 Assignment and assumptionAcceptance, substantially in the form of Exhibit D EXHIBIT E hereto (an “"Assignment and Assumption”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 Assumption, which effective date shall be at least two (2) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans), (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Assumption, have the rights and obligations of a Lender hereunder and thereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §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. Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).after

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by third party after the Agentoccurrence of an Event of Default and while same is continuing) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, it and the Notes held by it and its participating interest in it), upon satisfaction of the risk relating to any Letters of Credit); provided that following conditions: (a) each of the Administrative Agent andand the Borrowers shall have given its prior written consent to such assignment (provided that, other than during in the case of the Borrowers, such consent will not be unreasonably withheld and shall not be required if an Event of Default shall have occurred and be continuing), (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement, (c) prior to the occurrence of an Event of Default, the Borrower each assignment shall have the right to approve any Eligible Assignee be in an amount that is at least Ten Million Dollars (or such other financial institution$10,000,000.00) and is a whole multiple of Two Million Dollars ($2,000,000.00), which approval, in the case of an Eligible Assignee, shall not be unreasonably withheld or delayed, (b) subject to the provisions of §2.7, each Lender shall have at all times an amount of its Commitment of not less than $5,000,000 unless otherwise consented to by the Agent and (cd) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined)Register, an assignment Assignment and assumptionAcceptance, substantially in the form of Exhibit D AA hereto (an “Assignment and AssumptionAcceptance”), 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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (ix) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (iiy) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §20.3Section 14-13(c), 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. Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Loan 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 it), upon satisfaction of the risk relating to any Letters of Credit); provided that following conditions: (a) each of the Agent and, other than during an Event of Default, and the Borrower each shall have the right given its prior written consent to approve any Eligible Assignee such assignment (or such other financial institution), which approvalprovided that, in the case of an Eligible Assigneethe Borrower, shall such consent will not be unreasonably withheld and shall not be required if a Default or delayed, Event of Default shall have occurred and be continuing); (b) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions assigning Lender's rights and obligations under this Loan Agreement, (c) each assignment shall be in an amount that is at least $10,000,000.00 and is a whole multiple of §2.7$250,000.00, (d) each Lender which is a Lender at the time of such assignment shall have at all times retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000 unless otherwise consented to by 5,000,000.00, (e) the Agent Agent, in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than $20,000,000.00, and (cf) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an assignment Assignment and assumptionAcceptance, substantially in the form of Exhibit D 10.3.1 hereto (an “"Assignment and Assumption”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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (ix) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (iiy) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §20.3Section 10.3.3, be released from its obligations under this Loan 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 Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans Loan 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) the Agent and, other than during an Event of Default, the Borrower each shall have the right given its prior written consent to approve any Eligible Assignee (or such other financial institution), which approval, in the case of an Eligible Assignee, shall not be unreasonably withheld or delayedassignment, (b) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions of §2.7assigning Lender's rights and obligations under this Agreement, (c) Agent may make partial or non-voting assignments in amounts it deems appropriate (d) each Lender which is a Lender on the date hereof shall have at all times retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000.00, and, as long as no Default exists, Agent shall retain, free of any such assignment, of not less than $I 5,000,000 unless otherwise consented to by provided that the Agent assign greater amounts of its Commitment with the approval of the Borrower which shall not be unreasonably withheld; and (ce) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an assignment Assignment and assumptionAcceptance, substantially in the form of Exhibit D hereto established by Administrative Agent (an “"Assignment and Assumption”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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation thereof, but in no event prior to fund any outstanding Libor Rate Loans), recording (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §20.3Section 14.2.(c), be released from its further obligations under this Agreement. Any such Assignment and Assumption shall run Agreement with respect to the benefit of the Borrower and a copy of any such Assignment and Assumption shall be delivered by the Assignor interest assigned. Subject to the Borrower. Notwithstanding the provisions of subclause (a) this Article 14, each Lender may at any time assign or pledge its Loan or Note to a Federal Reserve Bank, and a Lender which is a "fund" may at any time assign or pledge all or any portion of the preceding paragraphits rights under this Agreement to secure such Lender's indebtedness, any Lender may, in each case without the prior written consent of the Borrower, make an provided that each such assignment otherwise permitted hereunder shall be made in accordance with applicable law and shall be either to (x) another a Federal Reserve Bank or Eligible Assignee, and no such assignment shall release a Lender from any of its obligations hereunder. In order to facilitate any such assignment, the Borrower shall, at the request of the assigning Lender, and (y) an Affiliate of such Lenderduly execute a registered promissory note or notes evidencing the Lender Obligations made or extended to the Borrower by the assigning Lender hereunder, provided that such Affiliate the assignment is an Eligible Assignee (unless otherwise approved in compliance with the terms hereof For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this subsection concerning assignments do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank in accordance with applicable law and the Agent)terms hereof.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Loan 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 it), upon satisfaction of the risk relating to any Letters of Credit); provided that following conditions: (a) each of the Agent and, other than during an Event of Default, and the Borrower each shall have the right given its prior written consent to approve any Eligible Assignee such assignment (or such other financial institution), which approvalPROVIDED that, in the case of an Eligible Assigneethe Borrower, shall such consent will not be unreasonably withheld and shall not be required if a Default or delayed, Event of Default shall have occurred and be continuing); (b) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions assigning Lender's rights and obligations under this Loan Agreement, (c) each assignment shall be in an amount that is at least $10,000,000.00 and is a whole multiple of §2.7$250,000.00, (d) each Lender which is a Lender at the time of such assignment shall have at all times retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000 unless otherwise consented to by 5,000,000.00, (e) the Agent Agent, in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than $20,000,000.00, and (cf) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an assignment Assignment and assumptionAcceptance, substantially in the form of Exhibit D EXHIBIT 10.3.1 hereto (an “"Assignment and Assumption”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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (ix) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (iiy) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §20.3Section 10.3.3, be released from its obligations under this Loan 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 Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).

Conditions to Assignment by Lenders. Except as provided herein, ----------------------------------- each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) Assignee all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, the Notes held by it and its participating interest in the risk relating to any Letters of Credit); provided that (a) the i)the -------- Agent and, other than during an Event of Default, the Borrower each shall have the right given its prior written consent to approve any Eligible Assignee (or such other financial institution), which approval, in the case of an Eligible Assignee, shall not be unreasonably withheld or delayedassignment, (bii) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions of §2.7assigning Lender's rights and obligations under this Agreement, (iii) each Lender assignment shall have at all times be in an amount that is a whole multiple of its Commitment of not less than $5,000,000 unless otherwise consented to by the Agent 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 assumptionAcceptance, substantially in the form of Exhibit D G hereto (an “"Assignment and Assumption”--------- 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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §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. Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Loan 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 it), upon satisfaction of the following conditions: (i) each of Agent and its participating interest in the risk relating to any Letters of Credit); provided that (a) the Agent and, other than during an Event of Default, the Borrower each shall have the right given its prior written consent to approve any Eligible Assignee such assignment (or such other financial institution), which approvalprovided that, in the case of an Eligible AssigneeBorrower, shall such consent will not be unreasonably withheld or delayedand shall not be required if an Event of Default shall have occurred and be continuing); (ii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Loan Agreement, (biii) subject to the provisions each assignment shall be in an amount that is at least $10,000,000.00 and is a whole multiple of §2.7$1,000,000.00, each Lender (iv) Agent, in its individual capacity as a Lender, shall have at all times retain, so long as an Event of Default has not occurred and is not continuing, free of any such assignment, an amount of its Commitment of not less than $5,000,000 unless otherwise consented to by the Agent 10,000,000.00, and (cv) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an assignment Assignment and assumptionAcceptance, substantially in the form of Exhibit D G hereto (an “Assignment and AssumptionAcceptance”), 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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (ix) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (iiy) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §20.3Section 23.3, be released from its obligations under this Loan 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 Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment 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)it; provided PROVIDED that (a) each of the Agent Agents and, other than during unless a Default or an Event of DefaultDefault shall have occurred and be continuing, the Borrower each Borrower, shall have the right given its prior written consent to approve any Eligible Assignee (or such other financial institution)assignment, which approvalconsent, in the case of an Eligible Assigneethe Borrower, shall will not be unreasonably withheld or delayedwithheld, (b) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions of §2.7assigning Lender's rights and obligations hereunder, (c) each Lender assignment shall have at all times be in an amount of its Commitment of not less than that is at least equal to $5,000,000 unless otherwise consented to by the Agent 5,000,000, and (cd) the parties to such assignment shall execute and deliver to the AgentAgents, for recording in the Register (as hereinafter defined), an assignment and assumptionacceptance agreement, substantially in form and substance reasonably satisfactory to the form of Exhibit D hereto Agents (an “"Assignment and Assumption”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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent Agents of the registration fee referred to in §20.3Section 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. Notwithstanding the provisions foregoing, no consent shall be required hereunder for any assignment resulting from the acquisition of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) by another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent)financial institution.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agentlender while an Event of Default exists) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, it and the Notes held by it and its participating interest in it), upon satisfaction of the risk relating to any Letters of Credit); provided that following conditions: (a) the Administrative Agent and, other than during an Event of Default, the Borrower each shall have the right given its prior written consent to approve any Eligible Assignee (or such other financial institution), which approval, in the case of an Eligible Assignee, shall not be unreasonably withheld or delayedassignment, (b) subject each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Agreement, (c) prior to the provisions occurrence of §2.7an Event of Default and while same is continuing each assignment shall be in an amount that is at least Five Million Dollars ($5,000,000.00) and is a whole multiple of One Million Dollars ($1,000,000.00), (d) while an Event of Default does not exist each Lender which is a Lender at the time of such assignment shall have at all times retain, free of any such assignment, an amount of its Commitment of not less than Five Million Dollars ($5,000,000 unless otherwise consented to by 5,000,000.00), (e) while an Event of Default does not exist the Agent Administrative Agent, in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than Ten Million Dollars ($10,000,000.00), and (cf) the parties to of such assignment shall execute and deliver to the Administrative Agent, for recording in the Register (as hereinafter defined), an assignment Assignment and assumptionAcceptance, substantially in the form of Exhibit D J hereto (an “"Assignment and Assumption”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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (ix) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (iiy) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §20.3Section 15.15.3, 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. Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Loan 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 it), upon satisfaction of the risk relating to any Letters of Credit); provided that following conditions: (a) each of the Agent and, other than during an Event of Default, and the Borrower each Borrowers shall have the right given its prior written consent to approve any Eligible Assignee such assignment (or such other financial institution), which approvalprovided that, in the case of an Eligible Assigneethe Borrowers, shall such consent will not be unreasonably withheld and shall not be required if a Default or delayed, Event of Default shall have occurred and be continuing); (b) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions assigning Lender's rights and obligations under this Loan Agreement, (c) each assignment shall be in an amount that is at least $10,000,000.00 and is a whole multiple of §2.7$250,000.00, (d) each Lender which is a Lender at the time of such assignment shall have at all times retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000 unless otherwise consented to by 5,000,000.00, (e) the Agent Agent, in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than $20,000,000.00, and (cf) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an assignment Assignment and assumptionAcceptance, substantially in the form of Exhibit D F hereto (an “"Assignment and Assumption”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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (ix) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (iiy) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §20.3Section 13.3.3, be released from its obligations under this Loan 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 Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) 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 Administrative Agent and, other than during an unless a Default or Event of DefaultDefault shall have occurred and be continuing, the Borrower each Borrowers shall have the right given its prior written consent to approve any Eligible Assignee (or such other financial institution)assignment, which approvalconsent, in the case of an Eligible Assigneethe Borrowers, shall will not be unreasonably withheld or delayed, (bii) subject to each such assignment shall be a constant PRO RATA percentage, and not a varying percentage, of all the provisions of §2.7assigning Lender's rights and obligations under this Credit Agreement, (iii) each Lender assignment shall have at all times be in an amount that is a whole multiple of its $5,000,000 or, if less, the entire remaining Commitment of not less than $5,000,000 unless otherwise consented to by the Agent such Lender 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 Assignment and assumptionAcceptance, substantially in the form of Exhibit D EXHIBIT G hereto (an “"Assignment and Assumption”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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §20.3ss.20.3, be released from its 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 Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it and its participating interest in the risk relating to any Letters of Creditit); provided that (a) the Agent and, other than during an Event of Default, the Borrower each shall have the right given its prior written consent to approve any Eligible Assignee (or such other financial institution)assignment, which approval, in the case of an Eligible Assignee, consent shall not be unreasonably withheld or delayedwithheld, except that such consent shall not be needed with respect to an assignment from a Lender to one of its Affiliated Lenders, (b) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions assigning Lender's rights and obligations under this Agreement, (c) each assignment shall be in an amount of §2.7not less than $5,000,000 that is a whole multiple of $1,000,000, (d) each Lender shall have at all times either assign its entire Commitment or shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000 unless otherwise consented to by the Agent and (ce) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an assignment Assignment and assumptionAcceptance, substantially in the form of Exhibit D E hereto (an “"Assignment and Assumption”)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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §20.3ss.18.3, 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. Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) Assignee all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Percentage, Commitment and, in the case of an Issuing Lender, its Letter of Credit 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 Creditit); provided that (a) the Agent and, other than during an Event of Default, the Borrower and each Issuing Lender shall have the right each given its prior written consent to approve any Eligible Assignee (or such other financial institution)assignment, which approvalconsent shall not be unreasonably withheld or delayed (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Revolving Credit Commitment (and the Letter of Credit Commitment, in the case of an Eligible Assignee, shall not be unreasonably withheld or delayed, (bIssuing Lender) subject to in the provisions of §2.7, each Lender shall have at all times event an amount of its Commitment of not less than $5,000,000 unless otherwise consented to by interest in the Agent and Revolving Credit Loans 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 Assignment and assumption, substantially Acceptance Agreement in the form of Exhibit D H hereto (each, an “Assignment and AssumptionAcceptance Agreement”), 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 Assumption, which effective date shall be at least two (2) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans), (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Assumption, have the rights and obligations of a Lender hereunder and thereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §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. Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).,

Conditions to Assignment by Lenders. Except as provided herein, each Lender Lenders may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it and its participating interest in the risk relating to any Letters of Creditit); provided that (a) the Agent and, other than during an Event of Default, the Borrower each shall have the right given its prior written consent to approve any Eligible Assignee (or such other financial institution)assignment, which approval, in the case of an Eligible Assignee, shall not unreasonably be unreasonably withheld or delayedwithheld, (b) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions assigning Lender's rights and obligations under this Agreement, (c) each assignment shall be in an amount that is a whole multiple of §2.7$1,000,000, each Lender (d) BankBoston, N.A. shall have at all times retain, free of any assignment or participation an amount of its the Commitment of not less than $5,000,000 unless otherwise consented to by the Agent and 10,000,000, (ce) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined)Revolving Credit Note Record, an assignment Assignment and assumptionAcceptance, substantially in the form of Exhibit D F hereto as the same may be modified in a manner which does not have a material adverse affect on the obligations of the Borrower hereunder (an “"Assignment and Assumption”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 AssumptionAcceptance, which effective date shall be at least two (2) five Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderthe Lenders hereunder, and (ii) the assigning Lender the Lenders shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §20.3ss. 18.4, 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. Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) 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 Administrative Agent and, other than during an unless a Default or Event of DefaultDefault shall have occurred and be continuing, the Borrower each shall have the right given its prior written consent to approve any Eligible Assignee (or such other financial institution)assignment, which approvalconsent, in the case of an Eligible Assigneethe Borrower, shall will not be unreasonably withheld or delayedwithheld, (b) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions of §2.7assigning Lender's rights and obligations under this Credit Agreement, (c) each Lender assignment shall have at all times be in an amount of its Commitment of that is not less than $5,000,000 unless otherwise consented to by or the Agent remaining amount of its Commitment, if less, 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 Assignment and assumptionAcceptance, substantially in the form of Exhibit D EXHIBIT E hereto (an “Assignment and Assumption”"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 AssumptionAcceptance, which effective date shall be at 105 -98- least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §20.3Section 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. Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Credit Agreement (including all or a portion of its Commitment Percentage and Commitment Commitments, 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)it; provided that (a) each of the Agent and, other than during an Event of Default, the Borrower each Agents shall have the right given its prior written consent to approve any Eligible Assignee (or such other financial institution), which approval, in the case of an Eligible Assignee, shall not be unreasonably withheld or delayedassignment, (b) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions of §2.7assigning Lender’s rights and obligations hereunder, (c) each Lender assignment shall have at all times be in an amount of its Commitment of not less than that is at least equal to $5,000,000 unless otherwise consented to by the Agent 5,000,000, and (cd) the parties to such assignment shall execute and deliver to the AgentAgents, for recording in the Register (as hereinafter defined), an assignment and assumptionacceptance agreement, substantially in form and substance reasonably satisfactory to the form of Exhibit D hereto Agents (an “Assignment and AssumptionAcceptance”), 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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent Agents of the registration fee referred to in §20.3Section 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. Notwithstanding the provisions foregoing, no consent shall be required hereunder for any assignment resulting from the acquisition of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) by another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent)financial institution.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, and the Notes held by it and its participating interest in the risk relating to any Letters of Credit)it; provided that (a) the Agent and, other than during an Event of Default, the Borrower each shall have the right given its prior written consent to approve any Eligible Assignee (or such other financial institution), which approval, in the case of an Eligible Assignee, shall not be unreasonably withheld or delayedassignment, (b) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions assigning Lender's rights and obligations under this Agreement, (c) each assignment shall be in an amount that is at least $10,000,000.00 and is a whole multiple of §2.7$1,000,000.00, (d) each Lender which is a Lender on the date hereof shall have at all times retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000 unless otherwise consented to by 10,000,000.00, provided, however, the Agent and shall have a minimum hold of at least $20,000,000.00, (ce) the parties to such assignment shall execute and deliver to the Agent, for recording Recording in the Register (as hereinafter defined), an assignment Assignment and assumptionAcceptance, substantially in form and substance as established by the form of Exhibit D hereto Agent (an “"Assignment and Assumption”Acceptance"), together with any Notes subject to such assignment, and (f) as to assignments to Eligible Assignees that are not Lenders, and provided no Event of Default exists, then with the prior approval of the Borrower, which approval shall not be unreasonably withheld or delayed. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §20.3Section 18.3, be released from its further obligations under this Agreement. Any such Assignment and Assumption shall run Agreement to the benefit extent 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 Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent)interest assigned.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this 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 (a) the Agent and, other than during an Event of Default, the Borrower each shall have the right given its prior written consent to approve any Eligible Assignee (or such other financial institution), which approval, in the case of an Eligible Assignee, assignment except that such consent shall not be unreasonably withheld or delayedneeded with respect to an assignment from a Lender to one of its Affiliated Lenders, (b) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions assigning Lender's rights and obligations under this Agreement, (c) each assignment shall be in an amount of §2.7not less than $1,000,000 that is a whole multiple of $1,000,000, (d) each Lender shall have at all times either assign its entire Commitment or shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000 unless otherwise consented to by the Agent 1,000,000 and (ce) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an assignment Assignment and assumptionAcceptance, substantially in the form of Exhibit D hereto (an “"Assignment and Assumption”)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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §20.3ss.18.3, 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. Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).

Conditions to Assignment by Lenders. Except as provided herein, each ----------------------------------------- Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, ) and the Notes Note held by it and its participating interest in the risk relating to any Letters of Credit)it; provided that (ai) each such -------- assignment shall be of a constant, and not a varying, percentage of all the Agent and, other than during an Event of Default, the Borrower each shall have the right to approve any Eligible Assignee (or such other financial institution), which approval, in the case of an Eligible Assignee, shall not be unreasonably withheld or delayedassigning Lender's rights and obligations under this Credit Agreement, (bii) subject to the provisions of §2.7, each Lender assignment shall have at all times be in an amount that is at least $2,000,000 and a whole multiple of its Commitment $100,000 in excess of not less than such $5,000,000 unless otherwise consented to by the Agent 2,000,000 and (ciii) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an assignment Assignment and assumptionAcceptance, substantially in the form of Exhibit D hereto required by the Agent (an “"Assignment and Assumption”Acceptance"), together with any Notes Note subject to ------------------------- such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AssumptionAcceptance, which effective date shall be at least two seven (27) Business Banking Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (i) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (ii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §20.3subsection 14.14, be released from its obligations under this Agreement. Any such Assignment ---------------- The Company shall respond to any written request for the approval of an assignment within seven (7) Banking Days of receipt thereof and Assumption shall run the failure to the benefit of the Borrower and a copy of any such Assignment and Assumption respond shall be delivered by the Assignor to the Borrower. Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent)deemed approval.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment 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)it; provided that (ai) the Agent and, other than during an if no Event of DefaultDefault have occurred and be continuing, the Borrower each shall have the right given its prior written consent to approve any Eligible Assignee such assignment (or such other financial institution), which approval, in the case of an Eligible Assignee, consent shall not be unreasonably withheld or delayed), (bii) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions of §2.7assigning Lender’s rights and obligations hereunder, (iii) each Lender assignment shall have at all times be in an amount of its Commitment of not less than that is at least equal to $5,000,000 unless otherwise consented to by the Agent 1,000,000, and (civ) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an assignment Assignment and assumptionAcceptance, substantially in the form of Exhibit D 8.1(a) hereto (an “Assignment and AssumptionAcceptance”), 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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (iA) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (iiB) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §20.3Section 8.1(c), be released from its obligations under this Agreement. Any such Assignment and Assumption Notwithstanding the foregoing, no consent shall run to be required hereunder for any assignment resulting from the benefit of the Borrower and a copy acquisition of any such Assignment and Assumption shall be delivered Lender by the Assignor to the Borrower. Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent)financial institution.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any commercial banks, other financial institution approved by the Agent) institutions or other Persons (an "ASSIGNEE"), all or a portion (in a minimum amount of $5,000,000) 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 PROVIDED that (a) each of the Agent Administrative Agent, the Issuing Bank and the Fronting Bank and, other than during an unless a Default or Event of DefaultDefault shall have occurred and be continuing, the Borrower each Borrowers shall have the right given its prior written consent to approve any Eligible Assignee (or such other financial institution)assignment, which approvalconsent of the Borrowers will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender's rights and obligations under this Credit Agreement, (c) each assignment (or, in the case of an Eligible Assigneeassignments by a Lender to its Lender Affiliates, the aggregate holdings of such Lender and its Lender Affiliates after giving effect to such assignments), shall not be unreasonably withheld or delayed, (b) subject to the provisions of §2.7, each Lender shall have at all times in an amount that is a whole multiple of its Commitment of not less than $5,000,000 unless otherwise consented to by or in an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall constitute the Agent aggregate holdings of such Lender) 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 Assignment and assumptionAcceptance, substantially in the form of Exhibit D EXHIBIT E hereto (an “Assignment and Assumption”"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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (iy) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (iiz) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Administrative Agent of the registration fee referred to in §20.3Section 14.3, be released from its obligations under this Credit Agreement. Any such Assignment and Assumption Notwithstanding anything in this Credit Agreement or any of the other Loan Documents to the contrary, an Assignee shall run be entitled to the benefit of Sections 4.3.2, 4.6 and 4.7; PROVIDED, that, in the Borrower case of subsection 4.3.2, such Assignee shall have complied with the requirements of subsection 4.3.3 in the same manner as if such Assignee were an initial Lender under this Credit Agreement and a copy shall have provided the Administrative Agent, as applicable, and Hexcel, prior to the date of the assignment, two (2) properly completed and validly executed copies of each of the applicable IRS Forms X-0XXX, X-0XXX and W-9 (or successor forms thereto) and PROVIDED, FURTHER, that no Assignee shall be entitled to receive any greater amount pursuant to any such Assignment and Assumption shall be delivered subsection than the assignor Lender would have been entitled to receive in respect of the amount assigned by the Assignor assignor Lender to the Borrowersuch Assignee had no such assignment occurred. Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).-134-

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any other financial institution approved by the Agent) all or a portion (in a minimum amount of $5,000,000) of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it, it and the Notes held by it and its participating interest in it), upon satisfaction of the risk relating to any Letters of Credit); provided that following conditions: (a) each of the Agent and, other than during an Event of Default, and the Borrower each shall have the right given its prior written consent to approve any Eligible Assignee such assignment (or such other financial institution), which approvalprovided that, in the case of an Eligible Assigneethe Borrower, shall such consent will not be unreasonably withheld or delayed, and shall not be required if a Default shall have occurred and be continuing); (b) subject to each such assignment shall be of a constant, and not a varying, percentage of all the provisions assigning Lender's rights and obligations under this Agreement, (c) each assignment shall be in an amount that is at least $10,000,000.00 and is a whole multiple of §2.7$250,000.00, (d) each Lender which is a Lender at the time of such assignment shall have at all times retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000 unless otherwise consented to by 5,000,000.00, (e) the Agent Agent, in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than $20,000,000.00, and (cf) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register (as hereinafter defined), an assignment Assignment and assumptionAcceptance, substantially in the form of Exhibit D EXHIBIT E hereto (an “"Assignment and Assumption”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 AssumptionAcceptance, which effective date shall be at least two five (25) Business Days after the execution thereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans)thereof, (ix) the assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and AssumptionAcceptance, have the rights and obligations of a Lender hereunder and thereunderhereunder, and (iiy) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in §20.3Section 13.3.3, 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. Notwithstanding the provisions of subclause (a) of the preceding paragraph, any Lender may, without the consent of the Borrower, make an assignment otherwise permitted hereunder to (x) another Lender, and (y) an Affiliate of such Lender, provided that such Affiliate is an Eligible Assignee (unless otherwise approved by the Agent).