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 all or a portion of its interests, rights and obligations under this Loan Agreement (including all or a portion of its Commitment and the same portion of the Loan at the time owing to it and the Notes held by it), upon satisfaction of the following conditions: (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided that, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if a Default or 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 Loan Agreement, (c) each assignment shall be in an amount that is at least $3,000,000 and is a whole multiple of $1,000,000, (d) as long as no Default or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender), and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register, a Substitution Agreement, substantially in the form of Exhibit F hereto (a “Substitution 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 Substitution Agreement, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution Agreement, have the rights and obligations of a Lender hereunder and under the other Loan Documents, and (y) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.3, be released from its obligations under this Loan Agreement.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion 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 Loan Loans at the time owing to it it, and the Notes held by it), upon satisfaction of the following conditions: ; provided that (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided that, in the case of the Borrower, except that such consent will not be unreasonably withheld and shall not be required if needed with respect to an assignment from a Default or an Event Lender to one of Default shall have occurred and be continuing); its Affiliated Lenders, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Loan Agreement, (c) each assignment shall be in an amount of not less than $5,000,000 that is at least $3,000,000 and is a whole multiple of $1,000,000, (d) as long as no Default each Lender shall either assign its entire Commitment or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender), $5,000,000 and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F D hereto (a “Substitution Agreement”)an "Assignment and Acceptance") , together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.3ss.18.3, be released from its obligations under this Loan Agreement.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion 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 Loan Loans at the time owing to it it, and the Notes held by it), upon satisfaction of the following conditions: ; provided that (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided thatassignment, in the case of the Borrower, such which consent will shall not be unreasonably withheld and or delayed, except that such consent shall not be required if needed with respect to an assignment from a Default Lender to either one of its Affiliated Lenders or an Event of Default shall have occurred and be continuing); to another Lender hereunder, (b) each such assignment shall be of a constant, and not a varying, percentage portion (or which may be all) of all the assigning Lender’s 's rights and obligations under this Loan AgreementAgreement relating to a specified Commitment amount and Commitment Percentage, (c) each assignment shall be in an amount that is at least of not less than $3,000,000 5,000,000 and is a whole multiple in integral multiples of $1,000,000, (d) as long as no Default each Lender either shall assign all of its Commitment and cease to be a Lender hereunder or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender)$5,000,000, and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F E hereto (a “Substitution Agreement”an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.319.3, be released from its obligations under this Loan Agreement.

Conditions to Assignment by Lenders. Except as provided herein, ----------------------------------- each Lender may assign to one or more Eligible Assignees Assignee all or a portion 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 Loan Loans at the time owing to it and it, the Notes held by itit and its participating interest in the risk relating to any Letters of Credit), upon satisfaction of the following conditions: ; provided that (a) each of the i)the -------- Agent and the Borrower shall have given its prior written consent to such assignment assignment, (provided that, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if a Default or an Event of Default shall have occurred and be continuing); (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Loan Agreement, (ciii) each assignment shall be in an amount that is at least $3,000,000 and is a whole multiple of $1,000,000, (d) as long as no Default or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender), 5,000,000 and (eiv) the parties to such assignment shall execute and deliver to the Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F G hereto (a “Substitution Agreement”an "Assignment and --------- Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.3, be released from its obligations under this Loan Agreement.

Conditions to Assignment by Lenders. Except as provided ------------------------------------ herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Loan Credit Agreement (including all or a portion of its Commitment and Percentage, the same portion of the Loan Loans at the time owing to it and it, the Notes held by itit and its participation interest in the risk relating to any Letters of Credit), upon satisfaction of the following conditions: ; provided that (a) each the Administrative Agent and, so long as no Event of the Agent Default has occurred and is continuing, the Borrower (unless such assignment is (i) to any Federal Reserve Bank or (ii) from any Lender to an affiliate of such Lender) shall have given its prior written consent to such assignment (provided thatassignment, in the case of the Borrower, such which consent will not be unreasonably withheld and shall not be required if a Default or an Event of Default shall have occurred and be continuing); withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Loan Credit Agreement, (c) each such assignment shall be in an a minimum amount that is at least $3,000,000 and is a whole multiple of $1,000,0005,000,000 (or, (d) as long as no Default or Event of Default exists and is continuingif less, the Agent (or any successor agent hereundersuch Lender's entire Commitment), except in its individual capacity as a Lender, shall retain, free the case of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed assignment to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a an existing Lender), and (ed) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F E hereto (a “Substitution Agreement”an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) 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 Section 12.1.317.3, be released from its obligations under this Loan AgreementCredit Agreement and (iii) Schedule 1.1(a) shall be deemed to be automatically amended to reflect the change in the Lenders and each Lender's Commitment and Commitment Percentage resulting from such Assignment and Acceptance.

Conditions to Assignment by Lenders. Except as provided herein, each ----------------------------------------- Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Loan Agreement (including all or a portion of its Percentage and Commitment and the same portion of the Loan Loans at the time owing to it it) and the Notes Note held by it), upon satisfaction of the following conditions: ; provided that (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided that, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if a Default or an Event of Default shall have occurred and be continuing); (bi) each such -------- assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Loan Credit Agreement, (cii) each assignment shall be in an amount that is at least $3,000,000 2,000,000 and is a whole multiple of $1,000,000, (d) as long as no Default or Event 100,000 in excess of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender), $2,000,000 and (eiii) the parties to such assignment shall execute and deliver to the Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F hereto required by the Agent (a “Substitution Agreement”an "Assignment and 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 Substitution AgreementAssignment and Acceptance, which effective date shall be at least five seven (57) Business Banking Days after the execution thereof, (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.3subsection 14.14, be released from its obligations under this Loan Agreement. ---------------- The Company shall respond to any written request for the approval of an assignment within seven (7) Banking Days of receipt thereof and the failure to respond shall be deemed approval.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Loan Agreement (including all or a portion of its Commitment Facility Percentage and the same portion of the Loan Loans at the time owing to it it, and the Notes held by it), upon satisfaction of the following conditions: ; provided that (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided that, in the case of the Borrower, except that such consent will not be unreasonably withheld and shall not be required if needed with respect to an assignment from a Default or an Event Lender to one of Default shall have occurred and be continuing); its Affiliated Lenders, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Loan Agreement, (c) each assignment shall be in an amount of not less than $1,000,000 that is at least $3,000,000 and is a whole multiple of $1,000,000, (d) as long as no Default each Lender shall either assign its entire Commitment or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender), $1,000,000 and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F D hereto (a “Substitution Agreement”)an "Assignment and Acceptance") , together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.3ss.18.3, be released from its obligations under this Loan Agreement.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Loan Credit Agreement (including all or a portion of its Commitment Percentage and Commitment, and the same portion of the Loan Loans at the time owing to it and it, the Notes held by it), upon satisfaction of the following conditions: ; provided that (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided thatAgents and, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if unless a Default or an Event of Default shall have occurred and be continuing); , the Borrower, shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Loan Agreementhereunder, (c) each assignment shall be in an amount that is at least equal to $3,000,000 and is a whole multiple of $1,000,000, (d) as long as no Default or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender)5,000,000, and (ed) the parties to such assignment shall execute and deliver to the AgentAgents, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F N hereto (a “Substitution Agreement”an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) 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 Section 12.1.319.3, be released from its obligations under this Loan Credit Agreement. Notwithstanding the foregoing, no consent shall be required hereunder for any assignment resulting from the acquisition of any Lender by another financial institution.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion 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 Loan Loans at the time owing to it and the Notes portion of the Note held by it), upon satisfaction of the following conditions: (a) each of the Administrative Agent and the Borrower shall have given its prior written consent to such assignment (provided that, (1) in the case of the Borrower, such consent will not be unreasonably withheld withheld, delayed, or conditioned and such consent shall not be required if a Default or an Event of Default shall have occurred and be continuingcontinuing and (2) in the case of the Administrative Agent, such consent will not be unreasonably withheld, delayed, or conditioned); (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Loan Agreement, (c) each assignment shall be in an amount that is at least $3,000,000 5,000,000.00 and is a whole multiple of $1,000,0001,000,000.00, (d) as long as no Default or each Lender which is a Lender at the time of such assignment shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000.00, (e) prior to the occurrence of an Event of Default exists and is continuingDefault, the Agent (or any successor agent hereunder)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 the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender)$25,000,000.00, and (ef) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F H hereto (a “Substitution Agreement”an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, and written notice thereof to the Borrower, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (y) 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 Section 12.1.313.3.3, be released from its obligations under this Loan Agreement.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion 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 Loan Loans at the time owing to it and it, the Notes held by it), upon satisfaction of the following conditions: ; provided that (ai) each of the Agent and, if no Event of Default have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment (provided that, in the case of the Borrower, such which consent will shall not be unreasonably withheld and shall not be required if a Default or an Event of Default shall have occurred and be continuingdelayed); , (bii) 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 Agreementhereunder, (ciii) each assignment shall be in an amount that is at least $3,000,000 and is a whole multiple of equal to $1,000,000, (d) as long as no Default or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender), and (eiv) the parties to such assignment shall execute and deliver to the Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F 8.1(a) hereto (a an “Substitution AgreementAssignment 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 Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xA) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yB) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.38.1(c), be released from its obligations under this Loan Agreement. Notwithstanding the foregoing, no consent shall be required hereunder for any assignment resulting from the acquisition of any Lender by another financial institution.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Loan Credit Agreement (including all or a portion of its Commitment Percentage and Commitment, and the same portion of the Loan Loans at the time owing to it and it, the Notes held by it), upon satisfaction of the following conditions: ; provided that (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided thatAgents and, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if unless a Default or an Event of Default shall have occurred and be continuing); , the Borrower, shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Loan Agreementhereunder, (c) each assignment shall be in an amount that is at least equal to $3,000,000 and is a whole multiple of $1,000,000, (d) as long as no Default or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender)5,000,000, and (ed) the parties to such assignment shall execute and deliver to the AgentAgents, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan assignment and acceptance agreement, substantially in form and substance reasonably satisfactory to the form of Exhibit F hereto Agents (a “Substitution Agreement”an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) 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 Section 12.1.319.3, be released from its obligations under this Loan Credit Agreement. Notwithstanding the foregoing, no consent shall be required hereunder for any assignment resulting from the acquisition of any Lender by another financial institution.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Loan Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loan Loans at the time owing to it and the Notes held by itit and its participation interest in the risk relating to any Letter of Credit), upon satisfaction of the following conditions: ; provided that (a) each the Administrative Agent and, so long as no Event of Default has occurred, the Agent and the Borrower Borrowers shall have given its their prior written consent to such assignment (provided that, in the case of the Borrower, such consent will not be unreasonably withheld and withheld), other than assignments to Affiliates of the assigning Lender which shall not be required if a Default or an Event of Default shall have occurred and be continuing); require such consent, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Loan Credit Agreement, (c) each assignment shall be in an amount that is at least $3,000,000 and is a whole multiple of $1,000,000, (d) as long as no Default or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000 unless such assigning Lender is assigning its entire Commitment or unless the amount assignee is at the time of the Commitment of the assignment a Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender)under this Credit Agreement, and (ed) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F C hereto (a “Substitution Agreement”an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution Agreement, have the rights and obligations of a Lender hereunder and under the other Loan Documents, and (y) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.3, be released from its obligations under this Loan Agreement.five

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Loan Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loan Revolving Credit Loans at the time owing to it and it, the Revolving Credit Notes held by itit and its participating interest in the risk relating to any Letters of Credit), upon satisfaction of the following conditions: ; provided that (a) each of the Administrative Agent and the Borrower shall have given its prior written consent to such assignment (provided thatassignment, in the case of the Borrowerwhich consent, such consent will not be unreasonably withheld and shall not be required if a Default or an Event of Default shall have occurred and be continuing); withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Loan Credit Agreement, (c) each assignment shall be in an amount that is at least not less than $3,000,000 and is a whole multiple of $1,000,000, (d) as long as no Default 5,000,000 or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an remaining amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (providedCommitment, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender)if less, and (ed) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F E hereto (a “Substitution Agreement”an "Assignment and Acceptance"), together with any Revolving Credit Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) 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 Section 12.1.3(S)19.3, be released from its obligations under this Loan Credit Agreement.

Conditions to Assignment by Lenders. Except as provided herein, each Lender Lenders may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Loan Agreement (including all or a portion of its Commitment Percentage and the same portion of the Loan Loans at the time owing to it it, and the Notes held by it), upon satisfaction of the following conditions: ; provided that (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided thatassignment, in the case of the Borrower, such consent will not be unreasonably withheld and which shall not unreasonably be required if a Default or an Event of Default shall have occurred and be continuing); withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Loan Agreement, (c) each assignment shall be in an amount that is at least $3,000,000 and is a whole multiple of $1,000,000, (d) as long as no Default or Event of Default exists and is continuingBankBoston, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, N.A. shall retain, free of any such assignment, assignment or participation an amount of its the Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided$10,000,000, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender), and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the RegisterRevolving Credit Note Record, a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit 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 (a “Substitution Agreement”an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan DocumentsLenders hereunder, and (yii) 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 Section 12.1.3ss. 18.4, be released from its obligations under this Loan Agreement.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Loan Credit Agreement (including all or a portion of its Commitment Percentage and Commitments, and the same portion of the Loan Loans at the time owing to it and it, the Notes held by it), upon satisfaction of the following conditions: ; provided that (a) each of the Agent and the Borrower Agents shall have given its prior written consent to such assignment (provided thatassignment, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if a Default or 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 Loan Agreementhereunder, (c) each assignment shall be in an amount that is at least equal to $3,000,000 and is a whole multiple of $1,000,000, (d) as long as no Default or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender)5,000,000, and (ed) the parties to such assignment shall execute and deliver to the AgentAgents, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan assignment and acceptance agreement, substantially in form and substance reasonably satisfactory to the form of Exhibit F hereto Agents (a an “Substitution AgreementAssignment 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 Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) 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 Section 12.1.319.3, be released from its obligations under this Loan Credit Agreement. Notwithstanding the foregoing, no consent shall be required hereunder for any assignment resulting from the acquisition of any Lender by another financial institution.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion 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 Loan Loans at the time owing to it and the Notes held by it), upon satisfaction of the following conditions: (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided that, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if a Default or 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 's rights and obligations under this Loan Agreement, (c) each assignment shall be in an amount that is at least $3,000,000 10,000,000.00 and is a whole multiple of $1,000,000250,000.00, (d) as long as no Default or Event each Lender which is a Lender at the time of Default exists and is continuingsuch assignment shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000.00, (e) the Agent (or any successor agent hereunder)Agent, in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender)$20,000,000.00, and (ef) the parties to such assignment shall execute and deliver to the Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F EXHIBIT E hereto (a “Substitution Agreement”an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (y) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.313.3.3, be released from its obligations under this Loan Agreement.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion 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 Loan Loans at the time owing to it and the Notes held by it), upon satisfaction of the following conditions: (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided that, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if a Default or 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 's rights and obligations under this Loan Agreement, (c) each assignment shall be in an amount that is at least $3,000,000 10,000,000.00 and is a whole multiple of $1,000,000250,000.00, (d) as long as no Default or Event each Lender which is a Lender at the time of Default exists and is continuingsuch assignment shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000.00, (e) the Agent (or any successor agent hereunder)Agent, in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender)$20,000,000.00, and (ef) the parties to such assignment shall execute and deliver to the Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F 10.3.1 hereto (a “Substitution Agreement”an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (y) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.310.3.3, be released from its obligations under this Loan Agreement.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion 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 Loan Loans at the time owing to it it, and the Notes held by it), upon satisfaction of the following conditions: ; provided that (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided thatassignment, in the case of the Borrower, such which consent will shall not be unreasonably withheld and withheld, except that such consent shall not be required if needed with respect to an assignment from a Default or an Event Lender to one of Default shall have occurred and be continuing); its Affiliated Lenders, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Loan Agreement, (c) each assignment shall be in an amount of not less than $5,000,000 that is at least $3,000,000 and is a whole multiple of $1,000,000, (d) as long as no Default each Lender shall either assign its entire Commitment or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender), $5,000,000 and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F E hereto (a “Substitution Agreement”)an "Assignment and Acceptance") , together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.3ss.18.3, be released from its obligations under this Loan Agreement.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Loan Credit Agreement (including all or a portion of its Commitment Percentage and Commitment, and the same portion of the Loan Loans at the time owing to it and it, the Notes held by it), upon satisfaction of the following conditions: ; PROVIDED that (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided thatAgents and, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if unless a Default or an Event of Default shall have occurred and be continuing); , the Borrower, shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will not be unreasonably withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Loan Agreementhereunder, (c) each assignment shall be in an amount that is at least equal to $3,000,000 and is a whole multiple of $1,000,000, (d) as long as no Default or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender)5,000,000, and (ed) the parties to such assignment shall execute and deliver to the AgentAgents, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan assignment and acceptance agreement, substantially in form and substance reasonably satisfactory to the form of Exhibit F hereto Agents (a “Substitution Agreement”an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) 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 Section 12.1.319.3, be released from its obligations under this Loan Credit Agreement. Notwithstanding the foregoing, no consent shall be required hereunder for any assignment resulting from the acquisition of any Lender by another financial institution.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion 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 Loan Loans at the time owing to it and the Notes Note held by it), upon satisfaction of the following conditions: (a) each of the Administrative Agent and the Borrower shall have given its prior written consent to such assignment (provided that, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if a Default or an Event of Default shall have occurred and be continuingcontinuing or if an assignment is to an Eligible Assignee); (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 Loan Agreement, ; (c) while an Event of Default is not existing, each assignment shall be in an amount that is at least Five Million Dollars ($3,000,000 5,000,000.00) and is shall be a whole multiple of One Million Dollars ($1,000,000, 1,000,000.00) and (d) as long as no Default or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender), and (e) the parties to any such assignment shall execute and deliver to the Administrative Agent, for recording in the Register, a Substitution Agreement, an Assignment and Acceptance substantially in the form of Exhibit F D hereto (a an “Substitution AgreementAssignment and 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 Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, shall have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (y) 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 Section 12.1.311.15.3, be released from its obligations under this Loan Agreement.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion 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 Loan Loans at the time owing to it and the Notes held by it), upon satisfaction of the following conditions: (ai) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided that, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if a Default or an Event of Default shall have occurred and be continuing); (bii) 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, (ciii) each assignment shall be in an amount that is at least $3,000,000 10,000,000.00 and is a whole multiple of $1,000,0001,000,000.00, (div) as long as no Default or Event of Default exists and is continuing, the Agent (or any successor agent hereunder)Agent, in its individual capacity as a Lender, shall 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 the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender)$10,000,000.00, and (ev) the parties to such assignment shall execute and deliver to the Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F G hereto (a an “Substitution AgreementAssignment 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 Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (y) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.323.3, be released from its obligations under this Loan Agreement.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Loan Credit Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loan Revolving Credit Loans at the time owing to it and it, the Revolving Credit Notes held by itit and its participating interest in the risk relating to any Letters of Credit), upon satisfaction of the following conditions: ; provided that (a) each of the Administrative Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower shall have given its prior written consent to such assignment (provided thatassignment, which consent, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if a Default or an Event of Default shall have occurred and be continuing); withheld, (b) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Loan Credit Agreement, (c) each assignment shall be in an amount that is at least not less than $3,000,000 and is a whole multiple of $1,000,000, (d) as long as no Default 5,000,000 or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an remaining amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (providedCommitment, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender)if less, and (ed) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F EXHIBIT E hereto (a “Substitution Agreement”an "ASSIGNMENT AND ACCEPTANCE"), together with any Revolving Credit Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at 105 -98- least five (5) Business Days after the execution thereof, (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) 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 Section 12.1.319.3, be released from its obligations under this Loan Credit Agreement.

Conditions to Assignment by Lenders. Except as otherwise provided herein, each Lender may assign to one or more Eligible Assignees Persons all or a portion of its interests, rights and obligations under this Loan Credit Agreement (including all or a portion of its pro rata share of the Term Loan Commitment and the same portion of the Loan Term Loans at the time owing to it and the Term Loan Notes held by it), upon satisfaction of the following conditions: ; provided that (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided that, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if a Default or 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 in respect of the Term Loans under this Loan Credit Agreement, (c) each assignment shall be in an amount that is at least $3,000,000 and is a whole multiple of no less than $1,000,000, (d) as long as no Default or Event of Default exists and is continuingor, if less, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the entire remaining amount of the Commitment of assigning Lender’s interest in the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender)Term Loans, and (ed) the parties to such assignment shall execute and deliver to the Agent, for recording in the Register, a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F C hereto (a an “Substitution AgreementAssignment and Acceptance”), 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 Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.3, shall be released from its obligations under this Loan AgreementCredit Agreement to the extent of the interest assigned pursuant to such Assignment and Acceptance.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Loan Agreement (including all or a portion of its Facility Percentage and Commitment and the same portion of the Loan Loans at the time owing to it it, and the Notes held by it), upon satisfaction of the following conditions: ; provided that (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided that, in the case of the Borrower, except that such consent will not be unreasonably withheld and shall not be required if needed with respect to an assignment from a Default or an Event Lender to one of Default shall have occurred and be continuing); its Affiliated Lenders, (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 Loan Agreement, (c) each assignment shall be in an amount that is at least of not less than $3,000,000 and that is a whole multiple of $1,000,000, (d) as long as no Default each Lender shall either assign its entire Commitment or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender), $3,000,000 and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F D hereto (a an “Substitution AgreementAssignment 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 Substitution Agreement, which effective date shall be at least five (5) Business Days after the execution thereofAssignment and Acceptance, (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.3§18.3, be released from its obligations under this Loan Agreement.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion 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 Loan Loans at the time owing to it and the Notes held by it), upon satisfaction of the following conditions: (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided that, in the case of the Borrower, such consent will not be unreasonably withheld and but shall not be required if a Default or 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 Loan Agreement, (c) each assignment shall be in an amount that is at least $3,000,000 10,000,000 and is a whole multiple of $1,000,000, and (d) as long as no Default or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender), and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F E hereto (a an “Substitution AgreementAssignment 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 Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.311.3.3, be released from its obligations under this Loan Agreement.

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 $1,000,000) 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 Loan Loans at the time owing to it and it, the Notes held by it), upon satisfaction of the following conditions: ; provided that (a) each of the Agent and and, other than during an Event of Default, the Borrower each shall have given its prior written consent the right to approve any Eligible Assignee (or such assignment (provided thatother financial institution), which approval, in the case of the Borroweran Eligible Assignee, such consent will shall not be unreasonably withheld and shall not be required if a Default or an Event of Default shall have occurred and be continuing); delayed, (b) subject to the provisions of §2.7, each such assignment Lender shall be of a constant, and not a varying, percentage of have at all the assigning Lender’s rights and obligations under this Loan Agreement, (c) each assignment shall be in an amount that is at least $3,000,000 and is a whole multiple of $1,000,000, (d) as long as no Default or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, times an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed $1,000,000 unless otherwise consented to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of by the Agent (or any such successor agent) in its capacity as a Lender), and (ec) the parties to such assignment shall execute and deliver to the Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan assignment and assumption, substantially in the form of Exhibit F D hereto (a an “Substitution AgreementAssignment 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 Substitution AgreementAssignment and Assumption, which effective date shall be at least five two (52) Business Days after the execution thereofthereof unless otherwise agreed or accepted by the Agent (provided that any assignee has assumed the obligation to fund any outstanding Libor Rate Loans), (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Assumption, have the rights and obligations of a Lender hereunder and under the other Loan Documentsthereunder, and (yii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.3§20.3, 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 all or a portion of its interests, rights and obligations under this Loan 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 and it, the Notes Revolving Credit Note or Term Note held by itit and, if applicable, its participating interest in the risk relating to any Letters of Credit or Swing Line Loans), upon satisfaction of the following conditions: ; PROVIDED that (ai) each of the Administrative Agent and, unless a Default or Event of Default shall have occurred and be continuing, the Borrower Parent (as the representative of the Borrowers) shall have given its prior written consent to such assignment (provided thatassignment, which consent, in the case of the BorrowerParent, such consent will not be unreasonably withheld and shall not be required if a Default or an Event of Default shall have occurred and be continuing); withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Loan Credit Agreement, PROVIDED, HOWEVER, that nothing contained herein shall restrict any Lender from making a non-pro rata assignment of its Loans, (ciii) each assignment shall be in an a minimum amount that is at least $3,000,000 and is a whole multiple of $1,000,0005,000,000, (d) as long as no Default or Event of Default exists and is continuingor, if less, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its entire Commitment of not less than the amount of the Commitment of the such Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender), and (eiv) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F EXHIBIT E hereto (a “Substitution Agreement”an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution Agreement, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution Agreement, have the rights and obligations of a Lender hereunder and under the other Loan Documents, and (y) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.3, be released from its obligations under this Loan Agreement.after

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion 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 Loan at the time owing to it it, and the Notes held by it), upon satisfaction of the following conditions: ; provided that (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided thatassignment, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if a Default or 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 's rights and obligations under this Loan Agreement, (c) each assignment shall be Agent may make partial or non-voting assignments in an amount that is at least $3,000,000 and is a whole multiple of $1,000,000, amounts it deems appropriate (d) as long as no Default or Event of Default exists and each Lender which is continuing, a Lender on the Agent (or any successor agent hereunder), in its individual capacity as a Lender, date hereof shall 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 provided that the amount Agent assign greater amounts of its Commitment with the approval of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction Borrower which shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender), unreasonably withheld; and (e) the parties to such assignment shall execute and deliver to the Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F hereto established by Administrative Agent (a “Substitution Agreement”an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, but in no event prior to recording (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.314.2.(c), be released from its further obligations under this Agreement with respect to the interest assigned. Subject to the provisions of this Article 14, each Lender may at any time assign or pledge its Loan Agreementor 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 its rights under this Agreement to secure such Lender's indebtedness, in each case without the prior written consent of the Borrower, provided that each such assignment shall be made in accordance with applicable law and shall be either to 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, duly execute a registered promissory note or notes evidencing the Lender Obligations made or extended to the Borrower by the assigning Lender hereunder, provided that the assignment is otherwise 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 terms hereof.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion 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 Loan Loans at the time owing to it and the Notes held by it), upon satisfaction of the following conditions: (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided that, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if a Default or 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 Loan Agreement, (c) prior to the occurrence of an Event of Default and while same is continuing each assignment shall be in an amount that is at least Fifteen Million Dollars ($3,000,000 15,000,000.00) and is a whole multiple of One Million Dollars ($1,000,0001,000,000.00), (d) as long as no Default or prior to the occurrence of an Event of Default exists and while same is continuingcontinuing each Lender which is a Lender at the time of such assignment shall retain, free of any such assignment, an amount of its Commitment of not less than Fifteen Million Dollars ($15,000,000.00), (e) prior to the Agent (or any successor agent hereunder)occurrence of an Event of Default and while same is continuing the Agent, in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment Ten Million Dollars (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender$10,000,000.00), and (ef) the parties to of such assignment shall execute and deliver to the Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F E hereto (a an “Substitution AgreementAssignment and Acceptance”), together with any Notes subject to such assignment, and (g) so long as no Default or Event of Default has occurred and is continuing, Anglo Irish Bank Corporation PLC shall remain as Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (y) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.315.15.3, be released from its obligations under this Loan Agreement. Notwithstanding anything herein to the contrary, in no event will there be more than three Lenders participating in the Loan, including Agent. Borrower may rely on the provisions of this Section 15.15.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Loan Credit Agreement (including all or a portion of its Commitment Percentage and Commitment, and the same portion of the Loan Loans at the time owing to it and it, the Notes held by it), upon satisfaction of the following conditions: ; provided that (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided thatAgents and, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if unless a Default or an Event of Default shall have occurred and be continuing); , the Borrower, shall have given its prior written consent to such assignment, which consent, in the case of the Borrower, will not be unreasonably withheld, (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 Loan Agreementhereunder, (c) each assignment shall be in an amount that is at least equal to $3,000,000 and is a whole multiple of $1,000,000, (d) as long as no Default or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender)5,000,000, and (ed) the parties to such assignment shall execute and deliver to the AgentAgents, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan assignment and acceptance agreement, substantially in form and substance reasonably satisfactory to the form of Exhibit F hereto Agents (a an “Substitution AgreementAssignment 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 Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) 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 Section 12.1.319.3, be released from its obligations under this Loan Credit Agreement. Notwithstanding the foregoing, no consent shall be required hereunder for any assignment resulting from the acquisition of any Lender by another financial institution.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion 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 Loan Loans at the time owing to it and the Notes held by it), upon satisfaction of the following conditions: (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided PROVIDED that, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if a Default or 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 's rights and obligations under this Loan Agreement, (c) each assignment shall be in an amount that is at least $3,000,000 10,000,000.00 and is a whole multiple of $1,000,000250,000.00, (d) as long as no Default or Event each Lender which is a Lender at the time of Default exists and is continuingsuch assignment shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000.00, (e) the Agent (or any successor agent hereunder)Agent, in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender)$20,000,000.00, and (ef) the parties to such assignment shall execute and deliver to the Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F EXHIBIT 10.3.1 hereto (a “Substitution Agreement”an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (y) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.310.3.3, be released from its obligations under this Loan Agreement.

Conditions to Assignment by Lenders. Except as provided herein, ---------- -- ---------- -- ------- each Lender may assign to one or more Eligible Assignees all or a portion 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 Loan Loans at the time owing to it and it, the Notes held by itit and its participating interest in the risk relating to any Letters of Credit); provided that (i) except in the case of an assignment by a Lender to its affiliate, upon satisfaction of the following conditions: (a) each of the Managing Agent and the Borrower shall have given its prior written consent to such assignment (provided that, in the case of the Borrowerassignment, such consent will not to be unreasonably withheld and shall not be required if a Default or an Event of Default shall have occurred and be continuing); withheld, (bii) each such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s 's rights and obligations under this Loan Agreement, (ciii) each assignment shall be in an amount that is at least $3,000,000 and is a whole multiple of $1,000,000, (d) as long as no Default or Event of Default exists and is continuing, the Agent 5,000,000 (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount constituting all of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender's Commitment), and (eiv) the parties to such assignment shall execute and deliver to the Managing Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F I hereto (a “Substitution Agreement”an "Assignment and Acceptance"), together with any Notes subject to such assignmentassignment and an assignment fee in the amount of $2,500 payable by the assigning Lender to the Managing Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, ; (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.3, be released from its obligations under this Loan Agreement.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more assignees (each, an "Eligible Assignees Assignee") all or a portion 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 Loan Loans at the time owing to it and the Notes held by it), upon satisfaction of the following conditions; provided that: (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided that, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if a Default or 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 's rights and obligations under this Loan Agreement, (c) each assignment shall be in an amount that is at least $3,000,000 and is a whole multiple of $1,000,000, (d) as long as no Default or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender), and (eb) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F D hereto (a “Substitution Agreement”an "Assignment and --------- 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 Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) 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 Section 12.1.3(S)17.3, be released from its obligations under this Loan AgreementAgreement and under the Intercreditor Agreement accruing after the date of such assignment.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion 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 Loan Loans at the time owing to it and the Notes Note held by it), upon satisfaction of the following conditions: (a) each of the Administrative Agent and the Borrower shall have given its prior written consent to such assignment (provided that, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if a Default or an Event of Default shall have occurred and be continuingcontinuing or if an assignment is to an Eligible Assignee); (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 Loan Agreement, ; (c) while an Event of Default is not existing, each assignment shall be in an amount that is at least Five Million Dollars ($3,000,000 5,000,000.00) and is shall be a whole multiple of One Million Dollars ($1,000,000, 1,000,000.00) and (d) as long as no Default or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender), and (e) the parties to any such assignment shall execute and deliver to the Administrative Agent, for recording in the Register, a Substitution Agreement, an Assignment and Acceptance substantially in the form of Exhibit F D hereto (a an “Substitution AgreementAssignment and 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 Substitution AgreementAssignment and Acceptance, which effective date xxxx shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, shall have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (y) 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 Section 12.1.311.15.3, be released from its obligations under this Loan Agreement.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any third party after the occurrence of an Event of Default and while same is continuing) all or a portion 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 Loan Loans at the time owing to it and the Notes held by it), upon satisfaction of the following conditions: (a) each of the Administrative Agent and the Borrower Borrowers shall have given its prior written consent to such assignment (provided that, in the case of the BorrowerBorrowers, such consent will not be unreasonably withheld and shall not be required if a Default or 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 's rights and obligations under this Loan Agreement, (c) prior to the occurrence of an Event of Default, each assignment shall be in an amount that is at least Ten Million Dollars ($3,000,000 10,000,000.00) and is a whole multiple of Two Million Dollars ($1,000,000, (d) as long as no Default or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender2,000,000.00), and (ed) the parties to of such assignment shall execute and deliver to the Administrative Agent, for recording in the Register, a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F AA hereto (a “Substitution Agreement”an "ASSIGNMENT AND ACCEPTANCE"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (y) 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 Section 12.1.317-13(c), be released from its obligations under this Loan Agreement.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any third party after the occurrence of an Event of Default and while same is continuing) all or a portion 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 Loan Loans at the time owing to it and the Notes held by it), upon satisfaction of the following conditions: (a) each of the Administrative Agent and the Borrower Borrowers shall have given its prior written consent to such assignment (provided that, in the case of the BorrowerBorrowers, such consent will not be unreasonably withheld and shall not be required if a Default or 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 's rights and obligations under this Loan Agreement, (c) prior to the occurrence of an Event of Default, each assignment shall be in an amount that is at least Ten Million Dollars ($3,000,000 10,000,000.00) and is a whole multiple of Two Million Dollars ($1,000,000, (d) as long as no Default or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender2,000,000.00), and (ed) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register, a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F AA hereto (a “Substitution Agreement”an "ASSIGNMENT AND ACCEPTANCE"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (y) 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 Section 12.1.313-13(c), be released from its obligations under this Loan Agreement.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or any lender while an Event of Default exists) all or a portion 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 Loan Loans at the time owing to it and the Notes held by it), upon satisfaction of the following conditions: (a) each of the Administrative Agent and the Borrower shall have given its prior written consent to such assignment (provided thatassignment, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if a Default or 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 's rights and obligations under this Loan Agreement, (c) prior to the occurrence of an Event of Default and while same is continuing each assignment shall be in an amount that is at least Five Million Dollars ($3,000,000 5,000,000.00) and is a whole multiple of One Million Dollars ($1,000,0001,000,000.00), (d) as long as no Default or while an Event of Default exists and does not exist each Lender which is continuinga Lender at the time of such assignment shall retain, free of any such assignment, an amount of its Commitment of not less than Five Million Dollars ($5,000,000.00), (e) while an Event of Default does not exist the Agent (or any successor agent hereunder)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 the amount of the Commitment of the Lender who holds the next largest Commitment Ten Million Dollars (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender$10,000,000.00), and (ef) the parties to of such assignment shall execute and deliver to the Administrative Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F J hereto (a “Substitution Agreement”an "Assignment and Acceptance"), together with any Notes subject to such assignment. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (y) 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 Section 12.1.315.15.3, be released from its obligations under this Loan Agreement.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees (or to any third party after the occurrence of an Event of Default and while same is continuing) all or a portion 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 Loan Loans at the time owing to it and the Notes held by it), upon satisfaction of the following conditions: (a) each of the Administrative Agent and the Borrower Borrowers shall have given its prior written consent to such assignment (provided that, in the case of the BorrowerBorrowers, such consent will not be unreasonably withheld and shall not be required if a Default or 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 Loan Agreement, (c) prior to the occurrence of an Event of Default, each assignment shall be in an amount that is at least Ten Million Dollars ($3,000,000 10,000,000.00) and is a whole multiple of Two Million Dollars ($1,000,000, (d) as long as no Default or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender2,000,000.00), and (ed) the parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register, a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F AA hereto (a an “Substitution AgreementAssignment 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 Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (y) 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 Section 12.1.314-13(c), be released from its obligations under this Loan Agreement.

Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion 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 Loan Loans at the time owing to it it, and the Notes held by it), upon satisfaction of the following conditions: ; provided that (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided thatassignment, in the case of the Borrower, such consent will not be unreasonably withheld and shall not be required if a Default or 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 's rights and obligations under this Loan Agreement, (c) each assignment shall be in an amount that is at least $3,000,000 10,000,000.00 and is a whole multiple of $1,000,0001,000,000.00, (d) as long as no Default or Event of Default exists and each Lender which is continuing, a Lender on the Agent (or any successor agent hereunder), in its individual capacity as a Lender, date hereof shall retain, free of any such assignment, an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment ($10,000,000.00, provided, however, the foregoing restriction Agent shall not be deemed to have been violated ifa minimum hold of at least $20,000,000.00, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or any such successor agent) in its capacity as a Lender), and (e) the parties to such assignment shall execute and deliver to the Agent, for recording Recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in form and substance as established by the form of Exhibit F hereto Agent (a “Substitution Agreement”an "Assignment and 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 Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (yii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.318.3, be released from its further obligations under this Loan AgreementAgreement to the extent of the 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 Loan Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loan Loans at the time owing to it and it, the Notes held by itit and its participating interest in the risk relating to any Letters of Credit), upon satisfaction of the following conditions: ; provided that (a) each of the Agent and and, other than during an Event of Default, the Borrower each shall have given its prior written consent the right to approve any Eligible Assignee (or such assignment (provided thatother financial institution), which approval, in the case of the Borroweran Eligible Assignee, such consent will shall not be unreasonably withheld and shall not be required if a Default or an Event of Default shall have occurred and be continuing); delayed, (b) subject to the provisions of §2.7, each such assignment Lender shall be of a constant, and not a varying, percentage of have at all the assigning Lender’s rights and obligations under this Loan Agreement, (c) each assignment shall be in an amount that is at least $3,000,000 and is a whole multiple of $1,000,000, (d) as long as no Default or Event of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, shall retain, free of any such assignment, times an amount of its Commitment of not less than the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not be deemed $5,000,000 unless otherwise consented to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of by the Agent (or any such successor agent) in its capacity as a Lender), and (ec) the parties to such assignment shall execute and deliver to the Agent, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan assignment and assumption, substantially in the form of Exhibit F D hereto (a an “Substitution AgreementAssignment 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 Substitution AgreementAssignment and Assumption, which effective date shall be at least five two (52) Business Days after the execution thereofthereof unless otherwise agreed or accepted by the Agent (provided any assignee has assumed the obligation to fund any outstanding Libor Rate Loans), (xi) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Assumption, have the rights and obligations of a Lender hereunder and under the other Loan Documentsthereunder, and (yii) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.3§20.3, 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 Each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Loan Agreement (including all or a portion of its Commitment and the same portion of the Loan Loans at the time owing to it and the Notes Note held by it), upon satisfaction of the following conditions: (a) each of the Agent and the Borrower shall have given its prior written consent to such assignment (provided that, in the case of the Borrower, such consent will not be unreasonably withheld withheld, conditioned or delayed and shall not be required if a Default or 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 Loan Agreement, (c) each assignment shall be in an amount that is at least $3,000,000 5,000,000 and is a whole multiple of $1,000,000500,000, (d) as long as no Default or Event each Lender which is a Lender at the time of Default exists and is continuing, the Agent (or any successor agent hereunder), in its individual capacity as a Lender, such assignment shall retain, free of any such assignment, an amount of its Commitment of not less than $5,000,000 (this requirement shall not apply if an Event of Default exists) and in the case of Key the amount of the Commitment of the Lender who holds the next largest Commitment (provided, however, the foregoing restriction shall not retained by Key will be deemed to have been violated if, as a result of a merger or acquisition, the Commitments of two or more Lenders are combined and such combined Commitment exceeds the Commitment of the Agent (or larger than any such successor agent) in its capacity as a other Lender), and (e) the parties to such assignment shall execute and deliver to the Agent, with a copy to Borrower, for recording in the RegisterRegister (as hereinafter defined), a Substitution Agreementan Assignment and Acceptance, substantially in the form of Exhibit F G hereto (a an “Substitution AgreementAssignment and 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 Substitution AgreementAssignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent provided in such Substitution AgreementAssignment and Acceptance, have the rights and obligations of a Lender hereunder and under the other Loan Documentshereunder, and (y) the assigning Lender shall, to the extent provided in such assignment and upon payment to the Agent of the registration fee referred to in Section 12.1.316.3.3, be released from its obligations under this Loan Agreement, with respect to the amount assigned, from and after the date of such assignment. Prior to any Lender assigning any portion of its interest to any Non-U.S. Lender, such Lender shall give to Borrower thirty (30) days prior notice of such assignment.