Common use of Purchasing Lender Clause in Contracts

Purchasing Lender. (other than a Purchasing Lender that is a Defaulting Lender or that would be a Defaulting Lender upon becoming a Lender hereunder) all or part of its rights and obligations under this Agreement pursuant to a duly executed Assignment and Assumption; provided that (i) if such sale is not to one or more existing Lenders or an Affiliate thereof, such sale shall be in a minimum amount of $10,000,000 unless each of the Administrative Agent, and for so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents and (ii) the Commitment retained (if any) by such transferor Lender after such sale shall be at least $10,000,000 unless each of the Administrative Agent, and for so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents. Notwithstanding the foregoing, any Lender may sell to one or more Lenders or Purchasing Lenders designated by the Borrower all of its Commitment and/or all of its rights and obligations under this Agreement pursuant to an Assignment and Assumption as described in the preceding sentence in connection with a purchase thereof effected pursuant to Section 2.18. Upon (A) the execution of such Assignment and Assumption, (B) delivery of an executed copy thereof to the Administrative Agent, (C) recordation of such transfer in the Register and (D) payment by such Purchasing Lender to the Administrative Agent of a registration and processing fee of $4,000 if such Purchasing Lender is not a Lender prior to the execution of such Assignment and Assumption and $2,000 otherwise (provided that the Administrative Agent in its sole discretion may elect to waive such fee) and (E) payment to the Administrative Agent of any additional amounts required by Section 9.6(e), from and after the Transfer Effective Date determined pursuant to such Assignment and Assumption, such Purchasing Lender shall for all purposes be a Lender party to this Agreement and shall have all the rights and obligations of a Lender under this Agreement to the same extent as if it were an original party hereto and, in the case of an Assignment and Assumption executed pursuant to Section 2.18 or any other assignment permitted 68 HOU 3974255

Purchasing Lender. (other than a) Each Lender, in the ordinary ----------------- course of its commercial banking business and in accordance with applicable law, at any time may sell, assign and delegate to any Affiliate of such Lender and/or, with the consent of the Agent and the Borrower (which in each case shall not be unreasonably withheld), to one or more additional banks or financial institutions (each, a "Purchasing Lender that is a Defaulting Lender or that would be a Defaulting Lender upon becoming a Lender hereunderLender") all or any part of its such Lender's rights and obligations under this Agreement pursuant to a duly executed Assignment Agreement, the Notes and Assumption; provided the other Loan Documents (provided, that (i) if any such sale is not to one or more existing Lenders or an Affiliate thereofsale, such sale assignment and delegation shall be in a minimum amount made with respect to each Loan and Commitment of $10,000,000 unless each of the Administrative Agent, and for so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents and (iisuch Lender hereunder) the Commitment retained (if any) by such transferor Lender after such sale shall be at least $10,000,000 unless each of the Administrative Agent, and for so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents. Notwithstanding the foregoing, any Lender may sell to one or more Lenders or Purchasing Lenders designated by the Borrower all of its Commitment and/or all of its rights and obligations under this Agreement pursuant to an agreement ("Assignment and Assumption as described in Acceptance"), executed by the preceding sentence in connection with a purchase thereof effected pursuant to Section 2.18Purchasing Lender, and such Lender. Such Assignment and Acceptance shall specify an effective date which is not less than five Business Days after the date of execution thereof. Upon (A) the execution of such Assignment execution, delivery, and Assumption, (B) delivery of an executed copy thereof to the Administrative Agent, (C) recordation of such transfer in the Register and (D) payment by such Purchasing Lender to the Administrative Agent of a registration and processing fee of $4,000 if such Purchasing Lender is not a Lender prior to the execution of such Assignment and Assumption and $2,000 otherwise (provided that the Administrative Agent in its sole discretion may elect to waive such fee) and (E) payment to the Administrative Agent of any additional amounts required by Section 9.6(e)acceptance, from and after the Transfer Effective Date effective date determined pursuant to such Assignment and AssumptionAcceptance, such (A) the Purchasing Lender thereunder shall for all purposes be a Lender party hereto and, to this Agreement the extent of the Commitments assigned and shall Loans sold pursuant to such Assignment and Acceptance, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (B)the assigning Lender thereunder shall, to the extent of the Commitments assigned pursuant to such Assignment and Acceptance, be released from its obligations under this Agreement to the same extent as if it were an original party hereto (and, in the case of an Assignment and Assumption executed Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto). Such Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender as a Lender and the resulting adjustment of Commitments arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such assigning Lender under this Agreement and the Notes. On or prior to the effective date determined pursuant to Section 2.18 such Assignment and Acceptance, the Borrower, at its own expense, shall execute and deliver to the assigning Lender and Purchasing Lender in exchange for the surrendered Term Note, Revolving Credit Note and Existing Note, as the case may be, a new Term Note, Revolving Credit Note and Existing Note, as the case may be, to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, a new Note or any other assignment permitted 68 HOU 3974255Notes to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be dated the Closing Date and otherwise shall be in the form of the Note or Notes replaced thereby. The Note or Notes surrendered by the assigning Lender shall be returned to the Borrower marked "replaced." The assigning Lender shall provide the Agent with a copy of each Assignment and Acceptance.

Purchasing Lender. (other than a) Each Lender, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time may sell, assign and delegate to any Affiliate of such Lender and/or, with the consent of the Agent and the Borrower (which in each case shall not be unreasonably withheld), to one or more additional banks or financial institutions (each, a "Purchasing Lender that is a Defaulting Lender or that would be a Defaulting Lender upon becoming a Lender hereunderLender") all or any part of its such Lender's rights and obligations under this Agreement pursuant to a duly executed Assignment Agreement, the Notes and Assumption; provided the other Loan Documents (provided, that (i) if any such sale is not to one or more existing Lenders or an Affiliate thereofsale, such sale assignment and delegation shall be in a minimum amount made with respect to each Loan and Commitment of $10,000,000 unless each of the Administrative Agent, and for so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents and (iisuch Lender hereunder) the Commitment retained (if any) by such transferor Lender after such sale shall be at least $10,000,000 unless each of the Administrative Agent, and for so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents. Notwithstanding the foregoing, any Lender may sell to one or more Lenders or Purchasing Lenders designated by the Borrower all of its Commitment and/or all of its rights and obligations under this Agreement pursuant to an agreement ("Assignment and Assumption as described in Acceptance"), executed by the preceding sentence in connection with a purchase thereof effected pursuant to Section 2.18Purchasing Lender, and such Lender. Such Assignment and Acceptance shall specify an effective date which is not less than five Business Days after the date of execution thereof. Upon (A) the execution of such Assignment execution, delivery, and Assumption, (B) delivery of an executed copy thereof to the Administrative Agent, (C) recordation of such transfer in the Register and (D) payment by such Purchasing Lender to the Administrative Agent of a registration and processing fee of $4,000 if such Purchasing Lender is not a Lender prior to the execution of such Assignment and Assumption and $2,000 otherwise (provided that the Administrative Agent in its sole discretion may elect to waive such fee) and (E) payment to the Administrative Agent of any additional amounts required by Section 9.6(e)acceptance, from and after the Transfer Effective Date effective date determined pursuant to such Assignment and AssumptionAcceptance, such (A) the Purchasing Lender thereunder shall for all purposes be a Lender party hereto and, to this Agreement the extent of the Commitments assigned and shall Loans sold pursuant to such Assignment and Acceptance, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (B) the assigning Lender thereunder shall, to the extent of the Commitments assigned pursuant to such Assignment and Acceptance, be released from its obligations under this Agreement to the same extent as if it were an original party hereto (and, in the case of an Assignment and Assumption executed Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto). Such Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender as a Lender and the resulting adjustment of Commitments arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such assigning Lender under this Agreement and the Notes. On or prior to the effective date determined pursuant to Section 2.18 such Assignment and Acceptance, the Borrower, at its own expense, shall execute and deliver to the assigning Lender and Purchasing Lender in exchange for the surrendered Revolving Credit Note, a new Revolving Credit Note to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, a new Note to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or any other assignment permitted 68 HOU 3974255Notes shall be dated the Closing Date and otherwise shall be in the form of the Note or Notes replaced thereby. The Note or Notes surrendered by the assigning Lender shall be returned to the Borrower marked "replaced." The assigning Lender shall provide the Agent with a copy of each Assignment and Acceptance.

Purchasing Lender. (other than a Purchasing Lender that is a Defaulting Lender or that would be a Defaulting Lender upon becoming a Lender hereunder) all or part of its rights and obligations under this Agreement pursuant to a duly executed Assignment and Assumption; provided that (i) if such sale is not to one or more existing Lenders or an Affiliate thereof, such sale shall be in a minimum amount of $10,000,000 unless each of the Administrative Agent, and for so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents and (ii) the Commitment retained (if any) by such transferor Lender after such sale shall be at least $10,000,000 unless each of the Administrative Agent, and for so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents. Notwithstanding the foregoing, any Lender may sell to one or more Lenders or Purchasing Lenders designated by the Borrower all of its Commitment and/or all of its rights and obligations under this Agreement pursuant to an Assignment and Assumption as described in the preceding sentence in connection with a purchase thereof effected pursuant to Section 2.18. Upon (A) the execution of such Assignment and Assumption, (B) delivery of an executed copy thereof to the Administrative Agent, (C) recordation of such transfer in the Register and (D) payment by such Purchasing Lender to the Administrative Agent of a registration and processing fee of $4,000 if such Purchasing Lender is not a Lender prior to the execution of such Assignment and Assumption and $2,000 otherwise (provided that the Administrative Agent in its sole discretion may elect to waive such fee) and (E) payment to the Administrative Agent of any additional amounts required by Section 9.6(e), from and after the Transfer Effective Date determined pursuant to such Assignment and Assumption, such Purchasing Lender shall for all purposes be a Lender party to this Agreement and shall have all the rights and obligations of a Lender under this Agreement to the same extent as if it were an original party hereto and, in the case of an Assignment and Assumption executed pursuant to Section 2.18 or any other assignment permitted 68 HOU 3974255after

Purchasing Lender. (other than a) Each Lender, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time may sell, assign and delegate to any Affiliate of such Lender and/or, with the consent of the Agent and ERC US (which in each case shall not be unreasonably withheld or delayed and shall not be required of ERC US after the occurrence during the continuance of an Event of Default), to one or more additional banks or financial institutions (each, a "Purchasing Lender that is a Defaulting Lender or that would be a Defaulting Lender upon becoming a Lender hereunderLender") all or any part (but not less than $5,000,000 in aggregate of its such Lender's rights and obligations under this Agreement pursuant to a duly executed Assignment Agreement, the Notes and Assumption; provided the other Loan Documents (provided, that (i) if any such sale is not to one or more existing Lenders or an Affiliate thereofsale, such sale assignment and delegation shall be in a minimum amount of $10,000,000 unless made with respect to each of the Administrative Agent, Loan and for so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents and (ii) the Commitment retained (if anyand Term Loan Commitment of such Lender hereunder) by such transferor Lender after such sale shall be at least $10,000,000 unless each of the Administrative Agent, and for so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents. Notwithstanding the foregoing, any Lender may sell to one or more Lenders or Purchasing Lenders designated by the Borrower all of its Commitment and/or all of its rights and obligations under this Agreement pursuant to an agreement ("Assignment and Assumption as described in Acceptance") executed by the preceding sentence in connection with a purchase thereof effected pursuant to Section 2.18Purchasing Lender and such Lender. Such Assignment and Acceptance shall specify an effective date which is not less than five Business Days after the date of execution thereof. Upon (A) the execution of such Assignment execution, delivery, and Assumption, (B) delivery of an executed copy thereof to the Administrative Agent, (C) recordation of such transfer in the Register and (D) payment by such Purchasing Lender to the Administrative Agent of a registration and processing fee of $4,000 if such Purchasing Lender is not a Lender prior to the execution of such Assignment and Assumption and $2,000 otherwise (provided that the Administrative Agent in its sole discretion may elect to waive such fee) and (E) payment to the Administrative Agent of any additional amounts required by Section 9.6(e)acceptance, from and after the Transfer Effective Date effective date determined pursuant to such Assignment and Assumption, such Acceptance and payment by the assigning Lender of a $3,000 administrative fee to the Agent for its own account with respect to each Purchasing Lender shall for all purposes be a Lender party to this Agreement such Assignment and Acceptance, (A) the Purchasing Lender thereunder shall be a party hereto and, to the extent of the Commitments assigned and Loans sold pursuant to such Assignment and Acceptance, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (B) the assigning Lender thereunder shall, to the extent of the Commitments assigned pursuant to such Assignment and Acceptance, be released from its obligations under this Agreement to the same extent as if it were an original party hereto (and, in the case of an Assignment and Assumption executed Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto). Such Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender as a Lender and the resulting adjustment of Commitments arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such assigning Lender under this Agreement and the Notes. On or prior to the effective date determined pursuant to Section 2.18 or any other assignment permitted 68 HOU 3974255such Assignment and Acceptance, the Borrower, at its own expense, shall execute and deliver to the assigning Lender and Purchasing Lender in exchange for the surrendered Notes, new Notes to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, new Notes to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Notes shall be dated the Closing Date and otherwise shall be in the form of the Notes replaced thereby. The Notes surrendered by the assigning Lender shall be returned to the Borrower marked "replaced." The assigning Lender shall provide the Agent with a copy of each Assignment and Acceptance.

Purchasing Lender. (other than a Purchasing Lender that is a Defaulting Lender or that would be a Defaulting Lender upon becoming a Lender hereunder) all or part of its rights and obligations under this Agreement pursuant to a duly executed Assignment and Assumption; provided that (i) if such sale is not to one or more existing Lenders or an Affiliate thereof, such sale shall be in a minimum amount of $10,000,000 unless each Notwithstanding the requirement of the Administrative AgentBorrower’s consent set forth above, and for so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents and (ii) the Commitment retained (if any) by such transferor Lender after such sale shall be at least $10,000,000 unless each but subject to all of the Administrative Agent, other terms and for so long as no Event conditions of Default has occurred and is continuing, the Borrower, otherwise consents. Notwithstanding the foregoingthis Section 10.10(b), any Lender may sell to one or more Lenders commercial banking or Purchasing Lenders designated by other financial or lending institutions not subject to Regulation T of the Borrower Board of Governors of the Federal Reserve System, all or any part of its Commitment and/or all of its their rights and obligations under this Agreement pursuant to an Assignment and Assumption as described in the preceding sentence in connection other Credit Documents with a purchase thereof effected pursuant to Section 2.18. Upon (A) only the execution consent of such Assignment and Assumption, (B) delivery of an executed copy thereof to the Administrative Agent, (C) recordation of such transfer in the Register and (D) payment by such Purchasing Lender to the Administrative Agent (which shall not be unreasonably withheld or delayed) if an Event of a registration Default shall have occurred and processing fee of $4,000 if be continuing. Upon such Purchasing Lender is not a Lender prior to the execution of such Assignment execution, delivery and Assumption and $2,000 otherwise (provided that the Administrative Agent in its sole discretion may elect to waive such fee) and (E) payment to the Administrative Agent of any additional amounts required by Section 9.6(e)acceptance, from and after the Transfer Effective Date effective date of the transfer determined pursuant to such Assignment and AssumptionAgreement, such (x) the Purchasing Lender thereunder shall for all purposes be a Lender party hereto and, to this Agreement and shall the extent provided in such Assignment Agreement, have all the rights and obligations of a Lender hereunder with a Commitment as set forth herein and (y) the transferor Lender thereunder shall, to the extent provided in such Assignment Agreement, be released from its obligations under this Agreement to the same extent as if it were an original party hereto (and, in the case of an Assignment Agreement covering all or the remaining portion of a transferor Lender’s rights and Assumption executed obligations under this Agreement, such transferor Lender shall cease to be a party hereto). Such Assignment Agreement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of Commitments and Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Agreement, the Notes and the other Credit Documents. On or prior to the effective date of the transfer determined pursuant to Section 2.18 such Assignment Agreement, the Borrower, at its own expense, shall upon reasonable notice from the Administrative Agent execute and deliver to the Administrative Agent in exchange for any surrendered Note, a new Note as appropriate to the order of such Purchasing Lender in an amount equal to the Commitments assumed by it pursuant to such Assignment Agreement, and, if the transferor Lender has retained a Commitment or any other assignment permitted 68 HOU 3974255Borrowing hereunder, a new Note to the order of the transferor Lender in an amount equal to the Commitments or Borrowings retained by it hereunder. Such new Notes shall be dated the Effective Date and shall otherwise be in the form of the Notes replaced thereby. The Notes surrendered by the transferor Lender shall be returned by the Administrative Agent to the Borrower marked “cancelled.”

Purchasing Lender. (other than a) Each Lender, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time may sell, assign and delegate to any Affiliate of such Lender and/or, with the consent of the Agent and ERC US (which in each case shall not be unreasonably withheld or delayed and shall not be required of ERC US after the occurrence during the continuance of an Event of Default), to one or more additional banks or financial institutions (each, a "Purchasing Lender that is a Defaulting Lender or that would be a Defaulting Lender upon becoming a Lender hereunderLender") all or any part (but not less than $5,000,000 in aggregate of its such Lender's rights and obligations under this Agreement pursuant to a duly executed Assignment Agreement, the Notes and Assumption; provided the other Loan Documents (provided, that (i) if any such sale is not to one or more existing Lenders or an Affiliate thereofsale, such sale assignment and delegation shall be in a minimum amount of $10,000,000 unless made with respect to each of the Administrative Agent, Loan and for so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents and (ii) the Commitment retained (if anyand Term Loan Commitment of such Lender hereunder) by such transferor Lender after such sale shall be at least $10,000,000 unless each of the Administrative Agent, and for so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents. Notwithstanding the foregoing, any Lender may sell to one or more Lenders or Purchasing Lenders designated by the Borrower all of its Commitment and/or all of its rights and obligations under this Agreement pursuant to an agreement ("Assignment and Assumption as described in Acceptance") executed by the preceding sentence in connection with a purchase thereof effected pursuant to Section 2.18Purchasing Lender and such Lender. Such Assignment and Acceptance shall specify an effective date which is not less than five Business Days after the date of execution thereof. Upon (A) the execution of such Assignment execution, delivery, and Assumption, (B) delivery of an executed copy thereof to the Administrative Agent, (C) recordation of such transfer in the Register and (D) payment by such Purchasing Lender to the Administrative Agent of a registration and processing fee of $4,000 if such Purchasing Lender is not a Lender prior to the execution of such Assignment and Assumption and $2,000 otherwise (provided that the Administrative Agent in its sole discretion may elect to waive such fee) and (E) payment to the Administrative Agent of any additional amounts required by Section 9.6(e)acceptance, from and after the Transfer Effective Date effective date determined pursuant to such Assignment and Assumption, such Acceptance and payment by the assigning Lender of a $3,500 administrative fee to the Agent for its own account with respect to each Purchasing Lender shall for all purposes be a Lender party to this Agreement such Assignment and Acceptance, (A) the Purchasing Lender thereunder shall be a party hereto and, to the extent of the Commitments assigned and Loans sold pursuant to such Assignment and Acceptance, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (B) the assigning Lender thereunder shall, to the extent of the Commitments assigned pursuant to such Assignment and Acceptance, be released from its obligations under this Agreement to the same extent as if it were an original party hereto (and, in the case of an Assignment and Assumption executed Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto). Such Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender as a Lender and the resulting adjustment of Commitments arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such assigning Lender under this Agreement and the Notes. On or prior to the effective date determined pursuant to Section 2.18 or any other assignment permitted 68 HOU 3974255such Assignment and Acceptance, the Borrower, at its own expense, shall execute and deliver to the assigning Lender and Purchasing Lender in exchange for the surrendered Notes, new Notes to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, new Notes to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Notes shall be dated the Closing Date and otherwise shall be in the form of the Notes replaced thereby. The Notes surrendered by the assigning Lender shall be returned to the Borrower marked "replaced." The assigning Lender shall provide the Agent with a copy of each Assignment and Acceptance.

Purchasing Lender. (other than a) Each Lender, in the ordinary ----------------- course of its commercial banking business and in accordance with applicable law, at any time may sell, assign and delegate to any Affiliate of such Lender and/or, with the consent of the Agent and the Borrower (which in each case shall not be unreasonably withheld), to one or more additional banks or financial institutions (each, a "Purchasing Lender that is a Defaulting Lender or that would be a Defaulting Lender upon becoming a Lender hereunderLender") all or any part of its such Lender's rights and obligations under this Agreement pursuant to a duly executed Assignment Agreement, the Notes and Assumption; provided the other Loan Documents (provided, that (i) if any such sale is not to one or more existing Lenders or an Affiliate thereofsale, such sale assignment and delegation shall be in a minimum amount made with respect to each Loan and Commitment of $10,000,000 unless each of the Administrative Agent, and for so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents and (iisuch Lender hereunder) the Commitment retained (if any) by such transferor Lender after such sale shall be at least $10,000,000 unless each of the Administrative Agent, and for so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents. Notwithstanding the foregoing, any Lender may sell to one or more Lenders or Purchasing Lenders designated by the Borrower all of its Commitment and/or all of its rights and obligations under this Agreement pursuant to an agreement ("Assignment and Assumption as described in Acceptance") executed by the preceding sentence in connection with a purchase thereof effected pursuant to Section 2.18Purchasing Lender and such Lender. Such Assignment and Acceptance shall specify an effective date which is not less than five Business Days after the date of execution thereof. Upon (A) the execution of such Assignment execution, delivery, and Assumption, (B) delivery of an executed copy thereof to the Administrative Agent, (C) recordation of such transfer in the Register and (D) payment by such Purchasing Lender to the Administrative Agent of a registration and processing fee of $4,000 if such Purchasing Lender is not a Lender prior to the execution of such Assignment and Assumption and $2,000 otherwise (provided that the Administrative Agent in its sole discretion may elect to waive such fee) and (E) payment to the Administrative Agent of any additional amounts required by Section 9.6(e)acceptance, from and after the Transfer Effective Date effective date determined pursuant to such Assignment and AssumptionAcceptance, such (A) the Purchasing Lender thereunder shall for all purposes be a Lender party hereto and, to this Agreement the extent of the Commitments assigned and shall Loans sold pursuant to such Assignment and Acceptance, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (B) the assigning Lender thereunder shall, to the extent of the Commitments assigned pursuant to such Assignment and Acceptance, be released from its obligations under this Agreement to the same extent as if it were an original party hereto (and, in the case of an Assignment and Assumption executed Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto). Such Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender as a Lender and the resulting adjustment of Commitments arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such assigning Lender under this Agreement and the Notes. On or prior to the effective date determined pursuant to Section 2.18 such Assignment and Acceptance, the Borrower, at its own expense, shall execute and deliver to the assigning Lender and Purchasing Lender in exchange for the surrendered Revolving Credit Note, a new Revolving Credit Note to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, a new Note to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or any other assignment permitted 68 HOU 3974255Notes shall be dated the Closing Date and otherwise shall be in the form of the Note or Notes replaced thereby. The Note or Notes surrendered by the assigning Lender shall be returned to the Borrower marked "replaced." The assigning Lender shall provide the Agent with a copy of each Assignment and Acceptance.

Purchasing Lender. (other than a a) Each Lender, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time may sell, assign and delegate to any Affiliate of such Lender and/or, with the consent of the Agent and KTI (which in each case shall not be unreasonably withheld or delayed and provided that KeyBank shall not require KTI's consent with respect to any Purchasing Lender that is previously acknowledged by KTI to KeyBank to be acceptable to it), to one or more additional banks or financial institutions (each, a Defaulting "Purchasing Lender"), subject to minimum holding level for each Lender or that would be a Defaulting Lender upon becoming a Lender hereunder) all or part of its $10,000,000, such Lender's rights and obligations under this Agreement pursuant to a duly executed Assignment Agreement, the Notes and Assumption; provided the other Loan Documents (provided, that (i) if any such sale is not to one or more existing Lenders or an Affiliate thereofsale, such sale assignment and delegation shall be made with respect to each Loan, participation in a minimum amount Letter of $10,000,000 unless each Credit Outstandings and Commitment of the Administrative Agent, and for so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents and (iisuch Lender hereunder) the Commitment retained (if any) by such transferor Lender after such sale shall be at least $10,000,000 unless each of the Administrative Agent, and for so long as no Event of Default has occurred and is continuing, the Borrower, otherwise consents. Notwithstanding the foregoing, any Lender may sell to one or more Lenders or Purchasing Lenders designated by the Borrower all of its Commitment and/or all of its rights and obligations under this Agreement pursuant to an agreement ("Assignment and Assumption as described in Acceptance"), executed by the preceding sentence in connection with a purchase thereof effected pursuant to Section 2.18Purchasing Lender, and such Lender. Such Assignment and Acceptance shall specify an effective date which is not less than five Business Days after the date of execution thereof. Upon (A) the execution of such Assignment execution, delivery, and Assumption, (B) delivery of an executed copy thereof to the Administrative Agent, (C) recordation of such transfer in the Register and (D) payment by such Purchasing Lender to the Administrative Agent of a registration and processing fee of $4,000 if such Purchasing Lender is not a Lender prior to the execution of such Assignment and Assumption and $2,000 otherwise (provided that the Administrative Agent in its sole discretion may elect to waive such fee) and (E) payment to the Administrative Agent of any additional amounts required by Section 9.6(e)acceptance, from and after the Transfer Effective Date effective date determined pursuant to such Assignment and Assumption, such Acceptance and payment by the assigning Lender of a $2,500 administration fee to the Agent with respect to each Purchasing Lender shall for all purposes be a Lender party to this Agreement such Assignment and Acceptance, (A) the Purchasing Lender thereunder shall be a party hereto and, to the extent of the Commitments assigned and Loans sold pursuant to such Assignment and Acceptance, have all the rights and obligations of a Lender hereunder with a Commitment as set forth therein (including, without limitation, (x) the right to approve or disapprove of actions which, in accordance with the terms hereof, require the approval of the Required Lenders or all Lenders, as the case may be, and (y) the obligation to make Loans and purchase participations in each Letter of Credit), and (B) the assigning Lender thereunder shall, to the extent of the Commitments assigned pursuant to such Assignment and Acceptance, be released from its obligations under this Agreement to the same extent as if it were an original party hereto (and, in the case of an Assignment and Assumption executed Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto). Such Assignment and Acceptance shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender as a Lender and the resulting adjustment of Commitments arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such assigning Lender under this Agreement and the Notes. On or prior to the effective date determined pursuant to Section 2.18 such Assignment and Acceptance, the Borrower, at its own expense, shall execute and deliver to the assigning Lender and Purchasing Lender in exchange for the surrendered Revolving Credit Note, a new Revolving Credit Note to the order of such Purchasing Lender in an amount equal to the 70 76 Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Commitment hereunder, a new Revolving Credit Note to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or any other assignment permitted 68 HOU 3974255Notes shall be dated the Closing Date and otherwise shall be in the form of the Note or Notes replaced thereby. The Note or Notes surrendered by the assigning Lender shall be returned to the Borrower marked "replaced." The assigning Lender shall provide the Agent with a copy of each Assignment and Acceptance.