Common use of Assignment Agreements Clause in Contracts

Assignment Agreements. Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least five Business Days' notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking financial institutions rated "B" all or better by Thomxxxx Xxxk Watch Service a pro rata part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Revolving Credit Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation to make Revolving Loans hereunder and participate in Letters of Credit hereunder) pursuant to an Assignment Agreement; provided, however, that (i) unless the Company and the credit risk incidental to Agent otherwise consents each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Commitment, Revolving Loans, Revolving Credit Note and interests in Letters of Credit; (ii) unless the Agent otherwise consents, the assigning Lender shall assign all of its Commitment, Revolving Loans, Revolving Credit Note and interests in the Letters of Credit or the aggregate amount thereof being assigned pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignment (determined as of the effective date of the relevant Assignment Agreement) shall be an amount which shall in no event be less than $10,000,000 and shall be an integral multiple of $1,000,000; (iii) the Agent and the portion Company (which is acting on its own behalf and pursuant to Section 1.6 hereof on behalf of the Commitments of the assignor and the credit risk incidental to the Letters of Credit Borrowers as well) must each consent, which consent shall not be unreasonably withheld (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower Company may withhold its consent to an assignment by the Agent in its sole discretion withhold its consent if after giving effect thereto the Agent would have a Commitment, computed prior to giving effect to any assignment by a Bank to any assignee which has total capital and surplus reductions or terminations of the Commitments, of less than $200,000,000.00 or 25,000,000) and shall be evidenced by execution of a counterpart of the relevant Assignment Agreement in the space provided thereon for such acceptance, to any each such assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankparty which was not an original signatory of this Agreement and (v) the assigning Lender must pay to the Agent a processing and recordation fee of $3,500 except that no such fee shall be payable in the case of an assignment to an Affiliate of such assigning Lender. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee lender thereunder, the Company and the Borrower Agent and consent thereto payment to such assigning Lender by such assignee lender of the Agent purchase price for the portion of the indebtedness of the Borrowers being acquired by it, (i) such assignee lender shall thereupon become a "BankLender" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments Commitment assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Borrowers shall each execute and deliver Revolving Credit Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignmentLender, (all such Revolving Credit Notes to constitute "Revolving Credit Notes" for all purposes of this Agreementthe Loan Documents) and if the assignment is of the full Commitment of the assigning Lender, the assignor Lender shall thereupon return the Revolving Credit Notes theretofore issued to it to the Company marked "canceled." If an assignor is an Issuer its rights and there obligations as Issuer shall be paid to the Agent, as a condition to such unaffected by any assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least 5 Business Days' prior written notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata commercial lenders part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation Revolving Credit Commitments to make Loans hereunder hereunder) pursuant to written agreements executed by such assigning Lender, such assignee lender or lenders, the Company and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee lender and the portion of the Revolving Credit Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it (the "Assignment Agreements"); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the Borrower may in its sole discretion withhold its consent to any assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitments, Loans and Notes; (ii) each such assignment shall be made by a Bank Lender which is a lender under the Short-Term Credit Agreement and shall be made contemporaneously with an assignment of the same percentage of such Lender's rights and obligations with respect to any assignee which has total capital the Short-Term Credit Agreement; (iii) unless the Agent otherwise consents, the aggregate amount of the Revolving Credit Commitments, Loans and surplus Notes of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $200,000,000.00 or 5,000,000 and shall be an integral multiple of $1,000,000; (iv) the Agent and the Company must each consent, which consent shall not be unreasonably withheld, to any each such assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes party which was not an original signatory of this Agreement, ; and there shall be paid (v) the assigning Lender must pay to the Agent, as Agent a condition to such assignment, an administration processing and recordation fee of $2,500 plus 3,000 and any out-of-pocket costs attorneys' fees and expenses incurred by it the Agent in effecting connection with such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the BorrowerAssignment Agreement.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least 5 Business Days' prior written notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata commercial lenders part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation Revolving Credit Commitments to make Loans hereunder hereunder) pursuant to written agreements executed by such assigning Lender, such assignee lender or lenders, the Company and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee lender and the portion of the Revolving Credit Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it (the "Assignment Agreements"); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the Borrower may in its sole discretion withhold its consent to any assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitments, Loans and Notes; (ii) each such assignment shall be made by a Bank Lender which is a lender under the Short-Term Credit Agreement and shall be made contemporaneously with an assignment of the same percentage of such Lender's rights and obligations with respect to any assignee which has total capital the Short-Term Credit Agreement; (iii) unless the Agent otherwise consents, the aggregate amount of the Revolving Credit Commitments, Loans and surplus Notes of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $200,000,000.00 or 5,000,000 and shall be an integral multiple of $1,000,000; (iv) the Agent and the Company must each consent, which consent shall not be unreasonably withheld, to each such assignment to a party which was not an original signatory of this Agreement; and (v) the assigning Lender must pay to the Agent a processing and recordation fee of $3,000 and any assignment out-of-pocket attorneys' fees and expenses incurred by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee lender thereunder, the Company and the Borrower Agent and consent thereto payment to such assigning Lender by the Agent (i) such assignee shall thereupon become a "Bank" lender of the purchase price for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in indebtedness of the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.Company being

Assignment Agreements. Each Bank Lender may, upon prior notice to and consent of Borrower and Administrative Agent, which consent shall not be unreasonably withheld and which consent of Borrower shall not be required after the occurrence of a Default or an Event of Default hereunder, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), time sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement 41 42 substantially in the form of Exhibit J G attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Loan Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank Lender of any Note or other obligation hereunder to a Federal federal reserve bank. Any such portion of the indebtedness assigned by any Lender pursuant to this Section 10.12 shall not be less than $5,000,000.00. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Administrative Agent (i) such assignee shall thereupon become a "BankLender" for all purposes of this Agreement with a Commitment Loan Commitments in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor shall have no further liability for funding the portion of its Loan Commitments assumed by such other Bank Lender and (iii) the address for notices to such Bank Lender shall be as specified in the Assignment Agreement, and the Borrower shall shall, in exchange for the cancellation of the Notes held by the assignor Lender, execute and deliver Notes to the assignee Bank Lender in the amount of its Loan Commitments and new Notes to the assignor Bank Lender in the amount of its Loan Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Administrative Agent, as a condition to such assignment, an administration fee of $2,500 3,500.00 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

Assignment Agreements. Each Bank may, upon prior notice to and consent of Borrower and the Agent, which consent shall not be unreasonably withheld or delayed and which consent of Borrower shall not be required after the occurrence of a Default or an Event of Default hereunder, from time to time, with the consent of the Borrower time sell and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes Note then owed owned by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J I attached hereto, executed by the assignor, the assignee assignee, the Agent and the Borrower (each an "Assignment Agreement"); provided that no assignment under this Section 9.7 shall be made by any Bank to the Borrower or to any Subsidiary, Related Party or other affiliate of the Borrower, which agreements . The Assignment Agreement shall specify in each instance the portion of the indebtedness evidenced by the Notes assignor's Note which is to be assigned to each such assignor assignee and the portion of the Commitments Commitment of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements")assignee, provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal federal reserve bank. Any such portion of the indebtedness assigned by any Bank pursuant to this Section 9.7 shall not be less than $5,000,000.00. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments Commitment assumed by such other Bank and Bank, (iii) the address for notices to such new Bank shall be as specified in the Assignment Agreement, and (iv) the Borrower shall Borrowers shall, in exchange for the cancellation of the Note held by the assignor Bank, execute and deliver Notes a Note to the assignee Bank in the amount of its Commitments Commitment and new Notes Note to the assignor Bank in the amount of its Commitments Commitment after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there . There shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 3,500.00 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower. The Agent and each of the Banks are hereby authorized to deliver a copy of any financial statement or other information made available by the Borrower to any proposed assignee or participant in any portion of any Bank's Loans and Commitment hereunder.

Assignment Agreements. Each Bank may, from time to timetime upon at least five Business Days' notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" commercial lenders or better by Thomxxxx Xxxk Watch Service a pro rata Federal Reserve Bank part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes then owed owned by it such assigning Bank, together with an equivalent proportion of its obligation to make Loans hereunder loans and the credit risk incidental to the advances and participate in Letters of Credit hereunder) pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, written agreements executed by the assignorsuch assigning Bank, such assignee lender or lenders, the assignee Borrowers and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee lender and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Bank to be assumed by it (the "Assignment Agreements"); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the Borrower may assigning Bank's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Bank's Revolving Commitments, Term Commitments, Loans, Notes and interests in its sole discretion withhold its consent Letters of Credit; (ii) unless the Agent and the Company otherwise consent, the aggregate amount of the Commitments, Loans, Notes and interests in the Letters of Credit of the assigning Bank being assigned to any such assignee lender pursuant to each such assignment by a Bank to any assignee which has total capital and surplus (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $200,000,000.00 10,000,000 and shall be an integral multiple of $5,000,000; (iii) each Bank shall maintain for its own account at least $10,000,000 of its Commitment or to any assignment by a Bank of less than assign all of its Commitments if as a result thereof Commitment; (iv) the assignor will have Commitments hereunder of less than one half of its assigned Commitments or Agent and the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any Company must each consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder (except for assignments to a Federal reserve bankReserve Bank), which consent shall not be unreasonably withheld, to each such assignment to a party which was not an original signatory of this Agreement or an Affiliate of such a signatory; and (v) the assignee lender must pay to the Agent a processing and recordation fee of $2,500. Upon the execution of each Assignment Agreement by the assignorassigning Bank thereunder, the assignee lender thereunder, the Company and the Borrower Agent and consent thereto payment to such assigning Bank by such assignee lender of the Agent purchase price for the portion of the indebtedness of the Borrowers being acquired by it, (i) such assignee lender shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment Commitments in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor such assigning Bank shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such assignee Bank shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Borrowers shall execute and deliver Notes to the assignee Bank in the amount of its Commitments Revolving Commitment and Term Commitment and new Notes to the assignor assigning Bank in the amount amounts of its Commitments Revolving Commitment and Term Commitment after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement. Upon its receipt of such Notes, and there the assigning Bank shall be paid return its old Notes to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the BorrowerBorrower marked cancelled.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least five Business Days' notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking financial institutions rated "B" all or better by Thomxxxx Xxxk Watch Service a pro rata part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation to make Loans hereunder loans and the credit risk incidental to the advances and participate in Letters of Credit hereunder) pursuant to an Assignment Agreement; provided, however, that (i) except with respect to the Swing Line Loans which must be assigned in whole, each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrowerassignment shall cover the same percentage of such Lender's Commitment, which agreements shall specify Revolving Loans, Revolving Credit Note and interests in Letters of Credit; (ii) unless the Agent otherwise consents, each instance the portion such assignment (determined as of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion effective date of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions relevant Assignment Agreement) shall in no event be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus an aggregate amount of less than $200,000,000.00 or 5,000,000 and shall be in integral multiples of $1,000,000; (iii) unless the Company otherwise consents, each Lender (other than the Lenders party hereto as of the date hereof) shall maintain for its own account at least 50% of its original Commitment; (iv) the Agent and the Company (which is acting on its own behalf and pursuant to any Section 1.7 hereof on behalf of the Borrowers as well) must each consent, which consent shall not be unreasonably withheld and shall be evidenced by execution of a counterpart of the relevant Assignment Agreement in the space provided thereon for such acceptance, to each such assignment by a Bank party which was not an original signatory of less this Agreement (it being understood and agreed the Company may condition its acceptance of an assignment on payment by the assigning or assignee Lender of the Security Assignment Costs referred to in Section 12.5 hereof) and (v) the assigning Lender (other than all the Lenders party hereto as of its Commitments if as the date hereof) must pay to the Agent a result thereof processing and recordation fee of $3,000 and any reasonable out-of-pocket attorney's fees incurred by the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee lender thereunder, the Company and the Borrower Agent and consent thereto payment to such assigning Lender by such assignee lender of the Agent purchase price for the portion of the indebtedness of the Acme Group being acquired by it, (i) such assignee lender shall thereupon become a "BankLender" for all purposes of this Agreement and the other Loan Documents (and, if relevant, shall be deemed to be Harrxx Xxxk for purposes of Swing Line Loans) with a Commitment (and, if relevant, a Swing Line Commitment) in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments Commitment (and, if relevant, Swing Line Commitment) assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Borrowers shall execute and deliver Notes a Revolving Credit Note (and, if relevant, a Swing Line Note) to the assignee Bank Lender in the amount of its Commitments Commitment (and, if relevant, Swing Line Commitment) and a new Notes Revolving Credit Note to the assignor Bank assigning Lender in the amount of its Commitments Commitment after giving effect to the reduction occasioned by such assignment, all such Revolving Credit Notes to constitute "Revolving Credit Notes" for all purposes of this Agreementthe Loan Documents and such new Swing Line Note to constitute the "Swing Line Note" for all purposes of the Loan Documents. Upon completion of the foregoing, and there the assigning Lender shall be paid surrender to the AgentCompany its old Revolving Credit Note (and, as a condition to such assignmentif relevant, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the BorrowerSwing Line Note).

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least 5 Business Days' prior written notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata commercial lenders part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation Revolving Credit Commitments to make Loans hereunder hereunder) pursuant to written agreements executed by such assigning Lender, such assignee lender or lenders, the Company and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee lender and the portion of the Revolving Credit Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it (the "Assignment Agreements"); provided, provided however, that (i) except with respect to Swing Loans (which must be assigned in whole), each such assignment shall be of a constant, and not a varying, percentage of the Borrower may assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitments, Loans, Notes and credit risk with respect to Letters of Credit; (ii) unless the Agent otherwise consents, the aggregate amount of the Revolving Credit Commitments, Loans, Notes and credit risk with respect to Letters of Credit of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of no event be less than $200,000,000.00 5,000,000 (unless it constitutes the assigning Lender's entire Revolving Credit Commitment) and shall be an integral multiple of $1,000,000; (iii) the Agent and the Company must each consent, which consent shall not be unreasonably withheld, to each such assignment to a party which was not an original signatory of this Agreement or an Affiliate thereof; and (iv) the assigning Lender must pay to the Agent a processing and recordation fee of $3,000 and any assignment out-of-pocket attorneys' fees and expenses incurred by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee lender thereunder, the Company and the Borrower Agent and consent thereto payment to such assigning Lender by such assignee lender of the Agent purchase price for the portion of the indebtedness of the Company being acquired by it, (i) such assignee lender shall thereupon become a "BankLender" for all purposes of this Agreement with a Commitment Revolving Credit Commitments (and, if relevant, shall be deemed to be Xxxxxx Bank for purposes of the Swing Loans) in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Revolving Credit Commitments (and, if relevant, Swing Line Commitment) assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Company shall execute and deliver Notes to the assignee Bank Lender in the amount respective amounts of its Revolving Credit Commitments under the Revolving Credit and new Notes to the assignor Bank assigning Lender in the amount respective amounts of its Revolving Credit Commitments under the Revolving Credit (and, if relevant, Swing Line Commitment) after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, Agreement and there shall be paid to of the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrowerother Loan Documents.

Assignment Agreements. Each Bank may, upon prior notice to and consent of Borrower and Agent, which consent shall not be unreasonably withheld, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), time sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Xxxxxxxx Bank Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Revolving Credit Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J H attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments Revolving Credit Commitment of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal federal reserve bank. Any such portion of the indebtedness assigned by any Bank pursuant to this Section 10.12 shall not be less than $5,000,000.00. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Revolving Credit Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments Revolving Credit Commitment assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall shall, in exchange for the cancellation of the Note held by the assignor Bank, execute and deliver Notes a Note to the assignee Bank in the amount of its Commitments Revolving Credit Commitment and a new Notes Note to the assignor Bank in the amount of its Commitments Revolving Credit Commitment after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 5,000.00 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

Assignment Agreements. Each Bank may, from time to time, with the written consent of the Borrower Borrowers and Agent (which will not in any either instance be unreasonably withheldwithheld or delayed), sell or assign to other banking financial institutions rated "B" all or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed owned by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, written agreements executed by the assignor, the assignee and the BorrowerBorrowers, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee and the portion of the Commitments Commitment of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the either Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments Commitment if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments a Commitment hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank5,000,000. Upon -52- 57 the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent Borrowers (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments Commitment assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and upon return to the applicable Borrower of the outstanding Note or Notes of the assignor (except that the Bid Note of the assignor will not be returned or replaced in the case of a partial assignment), such Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments Commitment (in the case of its new Committed Loan Note) and a new Note or Notes (as appropriate) to the assignor Bank in the amount of its Commitments Commitment after giving effect to the reduction occasioned by such assignmentassignment (in the case of the Committed Loan Notes), all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration administrative fee of $2,500 plus any reasonable out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the BorrowerBorrowers. No provision of this Section 12.11 or of Section 12.10 hereof shall be deemed to affect or impair the right of any Bank to pledge and assign its Notes to a Federal Reserve Bank as collateral for obligations owing such Federal Reserve Bank without notice to or consent of the Agent or the Borrowers.

Assignment Agreements. Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J G attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that (i) the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks5,000,000.00, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankbank and (ii) the consent of the Borrower shall not be required for assignments or sales to a Bank or any affiliate of a Bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least 5 Business Days notice to the Agent and the Company, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking banks or lending institutions rated "B" all or better by Thomxxxx Xxxk Watch Service a pro rata part of all of its rights and obligations under this Agreement (including, without limitation, the indebtedness evidenced by the Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation to make Loans hereunder loans and the credit risk incidental to the advances and participate in Letters of Credit hereunder) pursuant to an Assignment Agreement substantially in the form of attached hereto as Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it I (the "Assignment Agreements"); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the Borrower may assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Commitments, Loans, Notes and interests in its sole discretion withhold its consent Letters of Credit; (ii) unless the Agent otherwise consents, the aggregate amount of the Commitments, Loans, Notes and interests in the Letters of Credit of the assigning Lender being assigned pursuant to any each such assignment by a Bank to any assignee which has total capital and surplus (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $200,000,000.00 or to any assignment by a Bank 5,000,000 and shall be an integral multiple of less than $1,000,000 and, unless the assigning Lender shall have assigned all of its Commitments if as a result thereof Commitments, Loans, Notes and interests in Letters of Credit, the assignor will have Commitments hereunder aggregate amount of less than one half Commitments, Loans, Notes, and interests in Letters of its assigned Commitments or Credit retained by the assignee will have Commitments hereunder of assigning Lender shall in no event be less than $3,500,000.00 or5,000,000; (iii) the Agent and, after giving effect theretoso long as no Event of Default then exists, there would the Company must each consent, which consent shall not be more than 10 Banksunreasonably withheld and shall be evidenced by execution of a counterpart of the relevant Assignment Agreement in the space provided thereon for such acceptance, further provided that nothing herein contained shall restrict, or be deemed to require each such assignment to a party which was not an original signatory of this Agreement; and (iv) the assigning Lender must pay to the Agent a processing and recordation fee of $3,500 and any consent as a condition to, or require payment of any fee reasonable out-of-pocket attorney's fees incurred by the Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee and the Borrower and consent thereto by lender thereunder, the Agent and so long as no Event of Default then exists, the Company, and payment to such assigning Lender by such assignee lender of the purchase price for the portion of the indebtedness of the Company being acquired by it, (i) such assignee lender shall thereupon become a "BankLender" for all purposes of this Agreement with a Commitment Commitments in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Company shall execute and deliver Notes to the assignee Bank Lender in the amount respective amounts of its Commitments and new Notes to the assignor Bank assigning Lender in the amount respective amounts of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, Agreement and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrowerother Loan Documents.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least five (5) Business Days' prior written notice to the Administrative Agent and the Company, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" commercial lenders all or better by Thomxxxx Xxxk Watch Service a pro rata part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation Commitments to make Loans hereunder and or participate in the credit risk incidental to the on Letters of Credit hereunder) pursuant to an Assignment Agreement; PROVIDED, HOWEVER, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement substantially in and the form assignment shall cover the same percentage of Exhibit J attached heretosuch Lender's Commitments, executed by Loans, Notes and credit risk with respect to Letters of Credit; (ii) unless the assignorAdministrative Agent otherwise consents, the assignee and the Borrower, which agreements shall specify in each instance the portion aggregate amount of the indebtedness evidenced by Revolving Credit Commitment Term Loan of the Notes which is to be assigning Lender being assigned pursuant to each such assignor and the portion assignment (determined as of the Commitments effective date of the assignor relevant Assignment Agreement) (x) in the case of assignments to Lender or an Affiliate of a Lender, shall in no event be less than $1,000,000 and the credit risk incidental to the Letters of Credit (which portions shall be equivalentan integral multiple of $1,000,000 and (y) in the case of an assignment to any other Person, shall in no event be assumed by less than $5,000,000 and shall be an integral multiple of $1,000,000; (iii) the Administrative Agent and (except if made during the continuance of any Event of Default hereunder) the Company must each consent, which consent shall not be unreasonably withheld, to each such assignment to a party which was neither an original signatory of this Agreement nor an Affiliate of such a signatory (it (the "Assignment Agreements"), provided being understood and agreed that the Borrower may in its sole discretion Company's decision to withhold its consent to any assignment by a Bank to any an assignee which has total capital is a customer or competitor of a Borrower or an Affiliate thereof is reasonable); and surplus (iv) the assigning Lender must pay to the Administrative Agent a processing and recordation fee of less than $200,000,000.00 or to 3,500 and any assignment out-of-pocket attorneys' fees and expenses incurred by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee Administrative Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee lender thereunder, the Company and the Borrower Administrative Agent and consent thereto payment to such assigning Lender by such assignee lender of the Agent purchase price for the portion of the indebtedness of the Borrowers being acquired by it, (i) such assignee lender shall thereupon become a "BankLENDER" for all purposes of this Agreement with a Commitment Commitments in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Borrowers shall execute and deliver new Notes to the assignee Bank Lender in the amount respective amounts of its Commitments Revolving Credit Commitment and its share of the Term Loan and new Notes to the assignor Bank assigning Lender in the respective amount of its Commitments Revolving Credit Commitment and its share of the Term Loan after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "NotesNOTES" for all purposes of this AgreementAgreement and of the other Loan Documents. Upon its receipt of such new Notes, and there the assigning Lender shall be paid return to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by Company the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrowerold Notes so replaced.

Assignment Agreements. Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J H attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

Assignment Agreements. Each Lender may, upon prior notice to and consent of Borrowers, the Alternate Currency Bank mayand Administrative Agent, which consent shall not be unreasonably withheld and which consent of Borrowers shall not be required after the occurrence of a Default or an Event of Default hereunder, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), time sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Alternate Currency Loans and the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J G attached hereto, executed by the assignor, the assignee and the BorrowerBorrowers, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Loan Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank Lender of any Note or other obligation hereunder to a Federal federal reserve bank. Any such portion of the indebtedness assigned by any Lender pursuant to this Section 10.12 shall not be less than $5,000,000.00. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower Borrowers and consent thereto by the Administrative Agent (i) such assignee shall thereupon become a "BankLender" for all purposes of this Agreement with a Commitment Loan Commitments in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor shall have no further liability for funding the portion of its Loan Commitments assumed by such other Bank Lender and (iii) the address for notices to such Bank Lender shall be as specified in the Assignment Agreement, and the Borrower shall Borrowers shall, in exchange for the cancellation of the Notes held by the assignor Lender, execute and deliver Notes to the assignee Bank Lender in the amount of its Loan Commitments and new Notes to the assignor Bank Lender in the amount of its Loan Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Administrative Agent, as a condition to such assignment, an administration fee of $2,500 3,500.00 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

Assignment Agreements. Each Bank may, from time to timetime upon at least five Business Days' notice to the Agent and the Borrowers, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" Persons all or better by Thomxxxx Xxxk Watch Service a pro rata any part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes each Note then owed owned by it such assigning Bank, together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the advances and participate in Letters of Credit and Swing Loans hereunder) pursuant to an Assignment Agreement substantially written agreements in the form of attached hereto as Exhibit J attached hereto, K executed by the assignorsuch assigning Bank, such assignee Bank or Banks, the assignee Borrowers and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes each Note which is to be assigned to each such assignor assignee lender and the portion of the Commitments of the assignor Commitments, and the credit risk incidental obligations to the participate in Letters of Credit (which portions shall be equivalent) and Swing Loans, in each case of the assigning Bank to be assumed by it such assignee lender (the "Assignment Agreements"); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Bank's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Bank's Commitments, Loans, Notes and interests in Letters of Credit and Swing Loans; (ii) the aggregate amount of the Revolving Credit Commitment and Short-Term Revolving Credit Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $5,000,000; (iii) the assigning Bank shall assign an identical percentage of its Revolving Credit Commitment and its Short-Term Credit Commitment, (iv) each Bank shall maintain for its own account at least $5,000,000 of its Revolving Credit Commitment and Short-Term Revolving Credit Commitment and the Agent must retain all of the Swing Line Commitment; (v) the Agent and the Borrowers must each consent (which consents shall not be unreasonably withheld) to each such assignment (except that the Borrower may Borrowers' consent shall not be required if such assignment is made after an Event of Default has occurred and is continuing) to a party which is not a Bank at such time except that such consents shall not be required in its sole discretion withhold its consent to any connection with an assignment by a Bank to a wholly-owned subsidiary of such Bank; and (vi) the assigning Bank must pay to the Agent a processing and recordation fee of $3,500 and any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment out-of-pocket attorney's fees incurred by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Bank thereunder, the assignee lender thereunder, the Borrowers (if applicable) and the Borrower Agent and consent thereto payment to such assigning Bank by such assignee lender of the Agent purchase price for the portion of the indebtedness of the Borrowers being acquired by it, (i) such assignee lender shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment Commitments (including the related obligations to participate in Letters of Credit and Swing Loans) in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor such assigning Bank shall have no further liability for funding the portion of its Commitments (including the related obligations to participate in Letters of Credit and Swing Loans) assumed by such other new assignee Bank and (iii) the address for notices to such assignee Bank shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Borrowers shall upon request execute and deliver new Notes to the assignee Bank in the amount of its Commitments Revolving Credit Commitment, Short-Term Revolving Credit Commitment and Bid Loans (and a Swing Line Note if such assignee Bank is concurrently with such assignment becoming a new Agent), and new Bid Notes to the assignor assigning Bank in the amount of its Commitments Bid Loans after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement. Nothing in this Section 13.12 shall prevent or prohibit any Bank which is a bank, and there shall be paid trust company or other financial institution from pledging its Notes or Loans to the Agenta Federal Reserve Bank in support of borrowings made by such Bank from such Federal Reserve Bank; no such pledge, as a condition or any assignment pursuant to such assignment, or in lieu of an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion enforcement of such fee be payable by or charged to a pledge, shall relieve the Borrowertransferor Bank from its obligations hereunder.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least 5 Business Days' prior written notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata commercial lenders part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by any of the Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation Commitments to make such Loans hereunder hereunder) pursuant to written agreements executed by such assigning Lender, such assignee lender or lenders, the Company and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the relevant Notes which is to be assigned to each such assignor assignee lender and the portion of the relevant Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it (the "Assignment Agreements"); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the Borrower may assigning Lender's Revolving Credit Commitment; (ii) unless the Agent otherwise consents, the aggregate amount of the Commitments, Loans and Notes of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of no event be less than $200,000,000.00 or 3,000,000 and shall be an integral multiple of $1,000,000; (iii) the Agent and the Company must each consent, which consent shall not be unreasonably withheld (it being agreed that the Company's refusal to any assignment by grant its consent on the basis that the proposed assignee is not a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained U.S. person shall restrict, or not be deemed unreasonable), to require each such assignment to a party which was not an original signatory of this Agreement; and (iv) the assigning Lender must pay to the Agent a processing and recordation fee of $2,500 and any consent as a condition to, or require payment of any fee out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee lender thereunder, the Company and the Borrower Agent and consent thereto payment to such assigning Lender by such assignee lender of the Agent purchase price for the portion of the indebtedness of the Company being acquired by it, (i) such assignee lender shall thereupon become a "BankLender" for all purposes of this Agreement with a Commitment Commitments in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Company shall execute and deliver Notes to the assignee Bank Lender in the amount respective amounts of its Commitments Revolving Credit Commitment and new Notes to the assignor Bank assigning Lender in the amount respective amounts of its Commitments Revolving Credit Commitment after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, Agreement and there shall be paid to of the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrowerother Loan Documents.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least five Business Days' prior written notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata commercial lenders part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Revolving Credit Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation Commitments to make Revolving Credit Loans hereunder hereunder) pursuant to written agreements executed by such assigning Lender, such assignee lender or lenders, the Companies and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Revolving Credit Notes which is to be assigned to each such assignor assignee lender and the portion of the Percentage of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it (the "Assignment Agreements"); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the Borrower may assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Percentage of the Commitments, Revolving Credit Loans, Revolving Credit Notes and credit risk with respect to Letters of Credit; (ii) unless the Agent otherwise consents, the aggregate amount of the Commitments, Revolving Credit Loans, Revolving Credit Notes and credit risk with respect to Letters of Credit of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of no event be less than $200,000,000.00 or 15,000,000 and shall be an integral multiple of $1,000,000; (iii) the Agent and the Companies must each consent, which consent shall not be unreasonably withheld, to each such assignment to a party which was not already a Lender party to this Agreement; (iv) the assigning Lender must pay to the Agent a processing and recordation fee of $2,500 and any assignment out-of-pocket attorneys' fees and expenses incurred by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee Agent in connection withwith such Assignment Agreement and (v) no assignment or delegation may be made if, at the time of and by reason of such assignment and delegation, any saleBorrower would then be obligated to pay any amount under Sections 1.3(e), discount 2.5, 2.6, 2.7, 2.8 or pledge by any Bank 11.1 hereof in excess of any Note or other obligation hereunder what it would have been required to a Federal reserve bankpay thereunder had no such assignment been made. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee lender thereunder, the Company and the Borrower Agent and consent thereto payment to such assigning Lender by such assignee lender of the Agent purchase price for the portion of the indebtedness of the Company being acquired by it, (i) such assignee lender shall thereupon become a "BankLender" for all purposes of this Agreement with a Commitment Commitments in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Borrowers shall execute and deliver Revolving Credit Notes to the assignee Bank Lender in the amount respective amounts of its Percentage of the Commitments and and, if necessary, new Revolving Credit Notes to the assignor Bank assigning Lender in the amount respective amounts of its Percentage of the Commitments after giving effect to the reduction occasioned by such assignment, all such Revolving Credit Notes to constitute "Revolving Credit Notes" for all purposes of this Agreement, Agreement and there shall be paid to of the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrowerother Loan Documents.

Assignment Agreements. Each Bank Lender may, from time to time, time with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially Agreement, in the form of Exhibit J attached heretoand substance reasonably acceptable to Agent and Borrower, executed by the assignor, the assignee assignor and the Borrowerassignee, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the an "Assignment AgreementsAgreement"), ; provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that (i) nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank Lender of any Note or other obligation hereunder to a Federal reserve bankbank and (ii) the consent of the Borrower shall not be required for assignments or sales to a Lender or any affiliate of a Lender. Upon the execution of each Assignment Agreement by the assignor, assignor and the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "BankLender" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank Lender and (iii) the address for notices to such Bank Lender shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank Lender in the amount of its Commitments and new Notes to the assignor Bank Lender in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

Assignment Agreements. Each Bank may, from time to timetime upon at least five Business Days' notice to the Agent and the Borrower, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" Persons all or better by Thomxxxx Xxxk Watch Service a pro rata any part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes each Note then owed owned by it such assigning Bank, together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the advances and participate in Letters of Credit and Swing Loans hereunder) pursuant to an Assignment Agreement substantially written agreements in the form of attached hereto as Exhibit J attached hereto, E executed by the assignorsuch assigning Bank, such assignee Bank or Banks, the assignee Borrower and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes each Note which is to be assigned to each such assignor assignee lender and the portion of the Commitments of the assignor Commitments, and the credit risk incidental obligations to the participate in Letters of Credit (which portions shall be equivalent) and Swing Loans, in each case of the assigning Bank to be assumed by it such assignee lender (the "Assignment Agreements"); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Bank's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Bank's Commitments, Loans, Notes and interests in Letters of Credit and Swing Loans; (ii) the aggregate amount of the Revolving Credit Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $5,000,000; (iii) unless the assigning Bank is assigning all of its Commitments, outstanding Loans and L/C Obligations, each Bank shall maintain for its own account at least $5,000,000 of its Revolving Credit Commitment and the Agent must retain all of the Swing Line Commitment; (iv) the Agent and the Borrower must each consent (which consents shall not be unreasonably withheld) to each such assignment (except that the Borrower may Borrower's consent shall not be required if such assignment is made after an Event of Default has occurred and is continuing) to a party which is not a Bank at such time except that such consents shall not be required in its sole discretion withhold its consent to any connection with an assignment by a Bank to a wholly-owned subsidiary or Affiliate of such Bank; and (v) the assigning Bank must pay to the Agent a processing and recordation fee of $3,500 and any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment out-of-pocket attorney's fees incurred by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Bank thereunder, the assignee lender thereunder, the Borrower (if applicable) and the Agent and payment to such assigning Bank by such assignee lender of the purchase price for the portion of the indebtedness of the Borrower and consent thereto being acquired by the Agent it, (i) such assignee lender shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment Commitments (including the related obligations to participate in Letters of Credit and Swing Loans) in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor such assigning Bank shall have no further liability for funding the portion of its Commitments (including the related obligations to participate in Letters of Credit and Swing Loans) assumed by such other new assignee Bank and (iii) the address for notices to such assignee Bank shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower shall upon request execute and deliver Notes a new Revolving Credit Note to the assignee Bank in the amount of its Commitments Revolving Credit Commitment (and a Swing Line Note if such assignee Bank is concurrently with such assignment becoming a new Notes to the assignor Bank in the amount of its Commitments Agent) after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement. Nothing in this Section 14.12 shall prevent or prohibit any Bank which is a bank, and there shall be paid trust company or other financial institution from pledging its Notes or Loans to the Agenta Federal Reserve Bank in support of borrowings made by such Bank from such Federal Reserve Bank; no such pledge, as a condition or any assignment pursuant to such assignment, or in lieu of an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion enforcement of such fee be payable by or charged to a pledge, shall relieve the Borrowertransferor Bank from its obligations hereunder.

Assignment Agreements. Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking financial institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed owned by it together with an equivalent proportion of each of its obligation Commitments to make Loans against such Notes hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, written agreements executed by the assignor, the assignee assignees and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"); provided, provided however, that (i) each such assignment of a Bank's Term Credit Notes shall be of a constant, and not a varying, percentage of the Borrower may assigning Bank's rights and obligations under the Term Credit and the assignment shall cover the same percentage of each of such Bank's Term Credit Commitment, Term Credit Loans and Term Credit Notes and each such assignment of a Bank's Revolving Credit Notes shall be of a constant, and not a varying, percentage of the assigning Bank's rights and obligations under the Revolving Credit and the assignment shall cover the same percentage of such Bank's Revolving Credit Commitment, Revolving Credit Loans and Revolving Credit Notes; (ii) unless the Agent otherwise consents, the aggregate amount of the Loans evidenced by a given Note (and including as Loan for such purposes, unfunded Commitment to extend Loans against such Note) of the assigning Bank being assigned pursuant to each such Assignment Agreement (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $1,000,000 (unless such assignment is to another Bank party hereto), (iii) unless the Agent otherwise consents or the assigning Bank shall have assigned all of its sole discretion withhold its consent Loans evidenced by a given Note (and all of any unfunded Commitment to extend additional Loans against such Note), the aggregate amount of the Loans evidenced by such Note (and including as Loan for such purposes, any unfunded Commitment to extend Loans against such Note) retained by the assigning Lender shall in no event be less than $1,000,000; (iv) unless the Company otherwise consents, the Agent must after giving effect to any assignment by it retain a Revolving Credit Commitment of at least 25% of the aggregate Revolving Credit Commitments (or at least 25% of the aggregate Revolving Credit Loans if no Revolving Credit Commitments are outstanding); and (v) the assigning Bank shall pay to the Agent a processing and recordation fee of $3,500 and any assignee which has total capital out-of-pocket attorney's fees and surplus of less than $200,000,000.00 or to any assignment expenses incurred by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith each such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower Company and consent thereto by satisfaction of the Agent foregoing conditions and any conditions set forth therein (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment Commitments in the amount amounts set forth in such Assignment Agreement (and Exhibit A hereto shall be deemed amended to reflect the aggregate Commitments of the Banks after giving effect thereto) and with all the rights, powers and obligations afforded a Bank hereunder, provided that the assigning Bank shall retain the benefit of all indemnities of the Company with respect to matters arising prior to the effective date of such Assignment Agreement, which shall survive and inure to the benefit of the assigning Bank, (ii) the assignor such assigning Bank shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment AgreementAgreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement by the assignor, the assignee, the Company and the Borrower Agent, the Company shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor such assigning Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least five (5) Business Days' prior written notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata commercial lenders part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation Commitments to make Loans hereunder hereunder) pursuant to written agreements executed by such assigning Lender, such assignee lender or lenders, the Parent and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee lender and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it (the "Assignment Agreements"); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the Borrower may assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Commitments, Loans and Notes; (ii) unless the Agent otherwise consents, the aggregate amount of the Commitments, Loans and Notes of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of no event be less than $200,000,000.00 or 5,000,000 and shall be an integral multiple of $1,000,000; (iii) the Agent, each Lender originally party hereto and Mortxx xxxt each consent (such consent to not be unreasonably withheld by any such party), to each such assignment to a party which was not an original signatory of this Agreement (provided no such consent is required from Mortxx (x) for any assignment to any Lender party hereto, whether an original signatory of this Agreement or a party hereto by reason of an Assignment Agreement, (ii) for any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment Affiliate of any such Lender and (iii) for any such assignment made during the continuance of any Event of Default); and (iv) the assigning Lender must pay to the Agent a processing and recordation fee of $2,500 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee lender thereunder, the Parent and the Borrower Borrowers and consent thereto by the Agent and payment to such assigning Lender by such assignee lender of the purchase price for the portion of the indebtedness of the Borrowers being acquired by it, (i) such assignee lender shall thereupon become a "BankLender" for all purposes of this Agreement with a Commitment Commitments in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Borrowers shall execute and deliver Notes to the assignee Bank Lender in the amount respective amounts of its Commitments under the Revolving Credit and Term Credit and new Notes to the assignor Bank assigning Lender in the amount respective amounts of its Commitments under the Revolving Credit and Term Credit after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

Assignment Agreements. (a) Each Bank may, from time to shall have the right at any time, with the prior consent of the Agent and, so long as no Event of Default then exists, the Borrower (which consent of the Borrower and Agent (which will shall not in any instance be unreasonably withheld)) to sell, sell assign, transfer or assign to other banking institutions rated "B" negotiate all or better by Thomxxxx Xxxk Watch Service a pro rata any part of all of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then owed held by it such assigning Bank, together with an equivalent proportion percentage of its obligation to make Loans hereunder and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the credit risk incidental Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's rights and obligations under the Loan Documents; provided, however, that in order to make any such assignment (i) unless the assigning Bank is assigning all of its Commitments, outstanding Loans and Reimbursement Obligations, the assigning Bank shall retain at least $5,000,000 in outstanding Loans, interests in Letters of Credit pursuant to an Assignment Agreement and unused Commitments, (ii) the assignee bank shall have outstanding Loans, interests in Letters of Credit and unused Commitments of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form of attached hereto as Exhibit J attached hereto, I or in such other form acceptable to the Agent) executed by the assignorsuch assigning Bank, such assignee bank or banks, the assignee and Agent and, if required as provided above, the Borrower, which agreements agreement shall specify in each instance the portion of the indebtedness evidenced by the Notes Obligations which is are to be assigned to each such assignor the assignee bank and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Bank to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require 3,500 and any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee out-of-pocket attorneys' fees and the Borrower and consent thereto expenses incurred by the Agent (i) in connection with any such assignment agreement. Any such assignee shall thereupon become a "Bank" Bank for all purposes hereunder to the extent of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers rights and obligations afforded a Bank hereunder, (ii) under the assignor shall have no further liability for funding Loan Documents it assumes and the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such assigning Bank shall be as specified released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Assignment AgreementLoans and Reimbursement Obligations owed to it or its Commitments under this Section any financial or other information pertaining to the Borrower. Promptly upon the effectiveness of any such assignment agreement, and the Borrower shall execute and deliver replacement Notes to the assigning Bank and the assignee Bank in the amount respective amounts of its their Commitments and new Notes to the assignor Bank in the amount of its Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment, assignment (all such Notes to constitute "Notes" for all purposes of this Agreement, Agreement and there the other Loan Documents) and the assigning Bank shall be paid surrender to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the BorrowerBorrower its old Notes.

Assignment Agreements. (a) Each Bank may, at its own expense, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata commercial lenders part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Revolving Notes then owed owned by it such assigning Bank, together with an equivalent proportion of its obligation to make Loans hereunder loans and advances and participate in L/Cs) pursuant to written agreements executed by such assigning Bank, such assignee lender or lenders, the Borrower and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Revolving Notes which is to be assigned to each such assignor assignee lender and the portion of the Commitments Revolving Credit Commitment of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Bank to be assumed by it (the "Assignment Agreements"); provided, provided however, that unless, in the Borrower may case of clauses (i) and (iii) the Agent, the Borrower, the assignor Bank and the assignee lender, in its sole discretion withhold its consent writing, agree to any the contrary, (i) the aggregate amount of the Exposure of the assigning Bank being assigned to such assignee lender pursuant to each such assignment by a Bank to any assignee which has total capital and surplus (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $200,000,000.00 5,000,000 and shall be an integral multiple of $1,000,000 (other than assignments between existing Banks which may be in the amount of $1,000,000 or in such greater amount which is an integral multiple of $500,000); (ii) the parties to each such assignment shall execute and deliver to the Agent an Assignment Agreement, together with any assignment by a Revolving Notes subject to such assignment, (iii) each Bank (other than Xxxxxx) shall maintain for its own account at least $15,000,000 of less than its Exposure or assign all of its Commitments if as a result thereof Exposure; (iv) the assignor will have Commitments hereunder Agent and (except for an assignment made during the continuance of less than one half any Event of its assigned Commitments or Default) the Borrower must each consent, which consents shall not be unreasonably withheld, to each such assignment to (provided no such consent is required for any assignment to any affiliate of the assigning Bank), and (v) the assignee will have Commitments hereunder lender must pay to the Agent a processing and recordation fee of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require 3,500 and any consent as a condition to, or require payment of any fee out-of-pocket attorney's fees incurred by the Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Bank thereunder, the assignee and lender thereunder, the Borrower and consent thereto the Agent, satisfaction of all of the conditions set forth above and payment to such assigning Bank by such assignee lender of the Agent purchase price for the portion of the Exposure being acquired by it, (i) such assignee lender shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment an Exposure in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor such assigning Bank shall have no further liability for funding the portion of any of its Commitments Revolving Credit Commitment assumed by such other Bank Bank, and (iii) the address for notices to such assignee Bank shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower shall execute and deliver new Revolving Notes to the assignee Bank in the amount of its Commitments Revolving Credit Commitment or Revolving Credit Loan and new Revolving Notes to the assignor assigning Bank in the amount amounts of its Commitments Revolving Credit Commitment or Revolving Credit Loan after giving effect to the reduction occasioned by such assignment, all such new Revolving Notes to constitute "Revolving Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least 5 Business Days' notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking banks or lending institutions rated "B" all or better by Thomxxxx Xxxk Watch Service a pro rata part of all of its rights and obligations under this Agreement (including, without limitation, the indebtedness evidenced by the Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation to make Loans hereunder loans and the credit risk incidental to the advances and participate in Letters of Credit hereunder) pursuant to an Assignment Agreement substantially in the form attached hereto as Exhibit F (the "ASSIGNMENT AGREEMENTS"); PROVIDED, HOWEVER, that (i) each such assignment shall be of Exhibit J attached heretoa constant, executed by and not a varying, percentage of the assignorassigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Commitments, Loans, Notes and interests in Letters of Credit; (ii) unless the Agent otherwise consents, the assignee and the Borrower, which agreements shall specify in each instance the portion aggregate amount of the indebtedness evidenced by the Commitments, Loans, Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to interests in the Letters of Credit of the assigning Lender being assigned pursuant to each such assignment (which portions determined as of the effective date of the relevant Assignment Agreement) shall in no event be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank 5,000,000 and shall be an integral multiple of less than $1,000,000 and, unless the assigning Lender shall have assigned all of its Commitments if as a result thereof Commitments, Loans, Notes and interests in Letters of Credit, the assignor will have Commitments hereunder aggregate amount of less than one half Commitments, Loans, Notes, and interests in Letters of its assigned Commitments or Credit retained by the assignee will have Commitments hereunder of assigning Lender shall in no event be less than $3,500,000.00 or5,000,000; (iii) the Agent and, after giving effect theretoexcept during the existence of an Event of Default, there would the Company must each consent, which consent shall not be more than 10 Banksunreasonably withheld and shall be evidenced by execution of a counterpart of the relevant Assignment Agreement in the space provided thereon for such acceptance, further provided that nothing herein contained shall restrict, to each such assignment to a party which was not an original signatory of this Agreement or be deemed an Affiliate of such a signatory and (iv) the assigning Lender must pay to require the Agent a processing and recordation fee of $3,500 and any consent as a condition to, or require payment of any fee reasonable out-of-pocket attorney's fees incurred by the Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee and the Borrower and consent thereto by lender thereunder, the Agent and, so long as no Event of Default exists, the Company and payment to such assigning Lender by such assignee lender of the purchase price for the portion of the indebtedness of the Company being acquired by it, (i) such assignee lender shall thereupon become a "BankLENDER" for all purposes of this Agreement with a Commitment Commitments in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Company shall execute and deliver Notes to the assignee Bank Lender in the amount respective amounts of its Commitments and new Notes to the assignor Bank assigning Lender in the amount respective amounts of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "NotesNOTES" for all purposes of this AgreementAgreement and the other Loan Documents. Upon the delivery of such new Notes, and there shall be paid the assigning Lender agrees to return to the Agent, as a condition to Company such assignment, an administration fee Lender's prior Notes marked "CANCELLED" or words of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrowerlike import.

Assignment Agreements. Each Bank may, from Any Lender may at any time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to one or more Lenders or other banking financial institutions rated "B" (each an “Assignee”) all, or better by Thomxxxx Xxxk Watch Service a pro rata proportionate part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion all, of its obligation to make Loans hereunder rights and the credit risk incidental to the Letters obligations under this Agreement and its Notes in a minimum amount of Credit at least $5,000,000.00, and such Assignee shall assume such rights and obligations, pursuant to an Assignment Agreement in substantially in the form of Exhibit J G attached hereto, hereto (an “Assignment Agreement”) executed by such Assignee and such transferor Lender, with (and subject to) the assignor, the assignee subscribed consent of Borrowers and the BorrowerAgent; provided, however, that (i) if any Assignee is an affiliate of such transferor Lender or, immediately prior to such assignment, a Lender, no consent shall be required and (ii) if any Event of Default under this Agreement has occurred and is continuing no consent of the Borrowers to such assignment shall be required, which agreements Assignment Agreement shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor Assignee and the portion of the Commitments Revolving Credit Commitment of the assignor Lender and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements")Assignee, provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank Lender of any Note or other obligation hereunder to a Federal federal reserve bank. Upon the execution of each Assignment Agreement by the assignorassignor Lender, the assignee Assignee and the Borrower Borrowers and consent thereto by the Agent (i) such assignee Assignee shall thereupon become a "Bank" “Lender” for all purposes of this Agreement with a Revolving Credit Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor Lender shall have no further liability for funding the portion of its Commitments Revolving Credit Commitment assumed by such other Bank Assignee and (iii) the address for notices to such Bank Assignee shall be as specified in the Assignment Agreement, and the Borrower shall Borrowers shall, in exchange for the cancellation of the Notes held by the assignor Lender, execute and deliver Notes to the assignee Bank Assignee in the amount of its Commitments Revolving Credit Commitment and new Notes to the assignor Bank Lender in the amount of its Commitments Revolving Credit Commitment after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "“Notes" ” for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 3,000.00 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor Lender or the assignee Assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the BorrowerBorrowers.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least five Business Days' notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking financial institutions rated "B" all or better by Thomxxxx Xxxk Watch Service a pro rata part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation to make Loans hereunder loans and the credit risk incidental to the advances and participate in Letters of Credit hereunder) pursuant to an Assignment Agreement; provided, however, that (i) except with respect to the Swing Line Loans which must be assigned in whole, each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrowerassignment shall cover the same percentage of such Lender's Commitment, which agreements shall specify Revolving Loans, Revolving Credit Note and interests in Letters of Credit; (ii) unless the Agent otherwise consents, each instance the portion such assignment (determined as of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion effective date of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions relevant Assignment Agreement) shall in no event be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus an aggregate amount of less than $200,000,000.00 or to any assignment by a Bank 5,000,000 and shall be in integral multiples of less $1,000,000; (iii) unless the Company otherwise consents, each Lender (other than all the Lenders party hereto as of the date hereof) shall maintain for its own account at least 50% of its Commitments if original Commitment; (iv) the Agent and the Company (which is acting on its own behalf and pursuant to Section 1.5 hereof on behalf of the Borrowers as well) must each consent, which consent shall not be unreasonably withheld and shall be evidenced by execution of a result thereof counterpart of the assignor will have Commitments hereunder of less than one half of its assigned Commitments or relevant Assignment Agreement in the assignee will have Commitments hereunder of less than $3,500,000.00 orspace provided thereon for such acceptance, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder each such assignment to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes party which was not an original signatory of this Agreement with a Commitment (it being understood and agreed the Company may condition its acceptance of an assignment on payment by the assigning or assignee Lender of the Security Assignment Costs referred to in the amount set forth in such Assignment Agreement Section 12.5 hereof) and with all the rights, powers and obligations afforded a Bank hereunder, (iiv) the assignor shall have no further liability for funding assigning Lender (other than the portion Lenders party hereto as of its Commitments assumed by such other Bank and (iiithe date hereof) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes must pay to the assignee Bank in the amount of its Commitments Agent a processing and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration recordation fee of $2,500 plus any out-of-pocket costs 3,000 and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.any

Assignment Agreements. Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J H attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that (i) the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 5,000,000.00 or, after giving effect thereto, there would be more than 10 12 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankbank and (ii) the consent of the Borrower shall not be required for assignments or sales to a Bank, unless after giving effect to such assignment or sale there are fewer than 5 Banks or any Bank would have Commitments hereunder equal to or greater than 50% of the aggregate Commitments hereunder, in which case the consent of Borrower may be withheld in Borrower's sole discretion, and (iii) the consent of Borrower shall not be required so long as any Default has occurred and has continued for at least 90 days. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least 5 Business Days' notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking banks or lending institutions rated "B" all or better by Thomxxxx Xxxk Watch Service a pro rata part of all of its rights and obligations under this Agreement (including, without limitation, the indebtedness evidenced by the Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation to make Loans hereunder loans and the credit risk incidental to the advances and participate in Letters of Credit hereunder) pursuant to an Assignment Agreement substantially in the form attached hereto as Exhibit F (the "ASSIGNMENT AGREEMENTS"); PROVIDED, HOWEVER, that (i) each such assignment shall be of Exhibit J attached heretoa constant, executed by and not a varying, percentage of the assignorassigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Commitments, Loans, Notes and interests in Letters of Credit; (ii) unless the Agent otherwise consents, the assignee and the Borrower, which agreements shall specify in each instance the portion aggregate amount of the indebtedness evidenced by the Commitments, Loans, Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to interests in the Letters of Credit of the assigning Lender being assigned pursuant to each such assignment (which portions determined as of the effective date of the relevant Assignment Agreement) shall in no event be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank 5,000,000 and shall be an integral multiple of less than $1,000,000 and, unless the assigning Lender shall have assigned all of its Commitments if as a result thereof Commitments, Loans, Notes and interests in Letters of Credit, the assignor will have Commitments hereunder aggregate amount of less than one half Commitments, Loans, Notes, and interests in Letters of its assigned Commitments or Credit retained by the assignee will have Commitments hereunder of assigning Lender shall in no event be less than $3,500,000.00 or5,000,000; (iii) the Agent and, after giving effect theretoprior to the existence of an Event of Default, there would the Company must each consent, which consent shall not be more than 10 Banksunreasonably withheld and shall be evidenced by execution of a counterpart of the relevant Assignment Agreement in the space provided thereon for such acceptance, further provided that nothing herein contained shall restrict, or be deemed to require each such assignment to a party which was not an original signatory of this Agreement and (iv) the assigning Lender must pay to the Agent a processing and recordation fee of $3,000 and any consent as a condition to, or require payment of any fee reasonable out-of-pocket attorney's fees incurred by the Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee and the Borrower and consent thereto by lender thereunder, the Agent and, so long as no Event of Default exists, the Company and payment to such assigning Lender by such assignee lender of the purchase price for the portion of the indebtedness of the Company being acquired by it, (i) such assignee lender shall thereupon become a "BankLENDER" for all purposes of this Agreement with a Commitment Commitments in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Company shall execute and deliver Notes to the assignee Bank Lender in the amount respective amounts of its Commitments and new Notes to the assignor Bank assigning Lender in the amount respective amounts of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "NotesNOTES" for all purposes of this AgreementAgreement and the other Loan Documents. Upon the delivery of such new Notes, and there shall be paid the assigning Lender agrees to return to the Agent, as a condition to Company such assignment, an administration fee Lender's prior Notes marked "CANCELLED" or words of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrowerlike import.

Assignment Agreements. Each Bank may, from time to time, with the consent of the Borrower Company and Agent (the Agent, which will not in any instance be unreasonably withheld), sell or assign to other banking financial institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes and credit risks with respect to Letters of Credit then owed owned by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the participate in Letters of Credit hereunder pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, written agreements executed by the assignor, the assignee assignees, the Company and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes and Applications which is to be assigned to each such assignor assignee and the portion of the Commitments Commitment of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment AgreementsASSIGNMENT AGREEMENTS"); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the Borrower may assigning Bank's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Bank's Commitment, Loans, Note, and credit risk with respect to Letters of Credit; (ii) unless each of the Agent and the Company otherwise consents, the aggregate amount of the Commitment, Loans, Note, and credit risk with respect to Letters of Credit of the assigning Bank being assigned pursuant to each such Assignment Agreement (determined as of the effective date of the relevant Assignment Agreement) shall in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of no event be less than $200,000,000.00 or 20,000,000 (unless such assignment is to any assignment by a another Bank party hereto in which event such minimum amount shall be $10,000,000) and shall be an integral multiple of less than $1,000,000 and, unless the assigning Bank shall have assigned all of its Commitments if as a result thereof Commitment, Loans, Note, and credit risk with respect to Letters of Credit, the assignor will have Commitments hereunder aggregate amount of less than one half the Commitment, Loans, Note and credit risk with respect to Letters of its assigned Commitments or Credit retained by the assignee will have Commitments hereunder of assigning Lender shall in no event be less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed 20,000,000; and (iii) the assigning Bank must pay to require the Agent a processing and recordation fee of $2,000 and any consent as a condition to, or require payment of any fee out-of-pocket attorney's fees and expenses incurred by the Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith each such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent Company (i) such assignee shall thereupon become a "BankBANK" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement (and Exhibit A hereto shall be deemed amended to reflect the aggregate Commitments of the Banks after giving effect thereto) and with all the rights, powers and obligations afforded a Bank hereunder, provided that the assigning Bank shall retain the benefit of all indemnities of the Company with respect to matters arising prior to the effective date of such Assignment Agreement, which shall survive and inure to the benefit of the assigning Bank, (ii) the assignor such assigning Bank shall have no further liability for funding the portion of its Commitments Commitment assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment AgreementAgreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement by the assignor, the assignee, the Company and the Borrower Agent, the Company shall execute and deliver Notes a Note to the assignee Bank in the amount of its Commitments Commitment and a new Notes Note to the assignor such assigning Bank in the amount of its Commitments Commitment after giving effect to the reduction occasioned by such assignment, all such Notes notes to constitute "NotesNOTES" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least five (5) Business Days' prior written notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata commercial lenders part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes any Note then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation the related Commitment for which such Note was issued) pursuant to make Loans hereunder written agreements executed by such assigning Lender, such assignee lender or lenders, the Borrower and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee lender and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it (the "Assignment AgreementsASSIGNMENT AGREEMENTS"); PROVIDED, provided HOWEVER, that the Borrower may in its sole discretion withhold its consent to (i) any assignment by a Bank hereunder shall be of the same percentage of such Lender's Revolving Credit Note, Revolving Credit Commitment, Revolving Loans and interests in Letters of Credit and Swing Loans, and Term Loan; (ii) unless the Agent otherwise consents, the aggregate amount of the Commitments, Loans and Notes of the assigning Lender being assigned pursuant to any assignee which has total capital and surplus each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $200,000,000.00 or 5,000,000 and shall be an integral multiple of $1,000,000; (iii) the Swing Loans and Swing Line Commitment shall only be assigned (if at all) in total; (iv) the Agent, each Lender originally party hereto and the Borrower must each consent (such consent to not be unreasonably withheld by any such party), to each such assignment to a party which was not an original signatory of this Agreement (provided no such consent is required from the Borrower (x) for any assignment to any Lender party hereto, whether an original signatory of this Agreement or a party hereto by reason of an Assignment Agreement, (y) for any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment Affiliate of any such Lender and (z) for any such assignment made during the continuance of any Event of Default); and (v) the assigning Lender must pay to the Agent a processing and recordation fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee and lender thereunder, the Borrower and consent thereto by the Agent and payment to such assigning Lender by such assignee lender of the purchase price for the portion of the indebtedness of the Borrower being acquired by it, (i) such assignee lender shall thereupon become a "BankLENDER" for all purposes of this Agreement with a Commitment Commitments in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank Lender in the amount respective amounts of its Commitments under the Revolving Credit and Swing Line and its Term Loans and new Notes to the assignor Bank assigning Lender in the amount respective amounts of its Commitments under the Revolving Credit and its Term Loans after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "NotesNOTES" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least five (5) Business Days' prior written notice to the Administrative Agent and Co-Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata commercial lenders part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes then owed owned by it such assigning lender, together with an equivalent proportion of its obligation Revolving Credit Commitments to make Loans hereunder hereunder) pursuant to written agreements executed by such assigning Lender, such assignee lender or lenders, the Company and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the BorrowerAdministrative Agent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee lender and the portion of the Revolving Credit Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it (the "Assignment Agreements"); provided however that (i) each such assignment shall be of a constant, provided that and not a varying, percentage of the Borrower may assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment, Loans and Note; (ii) unless the Administrative Agent, the Issuing Agents, and the Company otherwise consent, which in its sole discretion withhold its consent the case of the Company shall not be unreasonably withheld, the aggregate amount of the Revolving Credit Commitments, Loans and Notes of the assigning Lender being assigned pursuant to any each such assignment by a Bank to any assignee which has total capital and surplus (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $200,000,000.00 or 5,000,000 and shall be an integral multiple of $1,000,000; (iii) the Administrative Agent, each Lender originally party hereto and the Company must each consent, to any each such assignment by to a Bank party which was not an original signatory of less than all this Agreement; (iv) the assigning Lender shall retain at least $10,000,000 of its Commitments if as Revolving Credit Commitment, unless it is assigning its entire interest in its Revolving Credit Commitment, Note, and Loans; and (v) the assigning Lender must pay to the Administrative Agent a result thereof processing and recordation fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee Administrative Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee Lender thereunder, the Company and the Borrower Administrative Agent and consent thereto payment to such assigning Lender by such assignee Lender of the Agent purchase price for the portion of the indebtedness of the Company being acquired by it, (i) such assignee Lender shall thereupon become a "BankLender" for all purposes of this Agreement with a Revolving Credit Commitment in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments Revolving Credit Commitment assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Company shall execute and deliver Notes a Note to the assignee Bank Lender in the amount respective amounts of its Commitments Revolving Credit Commitment under the Revolving Credit and a new Notes Note to the assignor Bank assigning Lender in the amount respective amounts of its Commitments Revolving Credit Commitment under the Revolving Credit after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least 5 Business Days' prior written notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata commercial lenders part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation Commitments to make Loans hereunder hereunder) pursuant to written agreements executed by such assigning Lender, such assignee lender or lenders, the Borrowers and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee lender and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it (the "Assignment Agreements"); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the Borrower may assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Commitments, Loans, Notes and credit risk with respect to Letters of Credit; (ii) unless the Agent otherwise consents, the aggregate amount of the Commitments, Loans, Notes and credit risk with respect to Letters of Credit of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of no event be less than $200,000,000.00 or 5,000,000 and shall be an integral multiple of $1,000,000; (iii) the Agent and the Borrowers must each consent, which consent of the Borrowers shall not be unreasonably withheld, to each such assignment to a party which was not an original signatory of this Agreement; and (iv) the assigning Lender must pay to the Agent a processing and recordation fee of $5,000 and any assignment out-of-pocket expenses incurred by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee lender thereunder, the Borrowers and the Borrower Agent and consent thereto payment to such assigning Lender by such assignee lender of the Agent purchase price for the portion of the indebtedness of the Borrowers being acquired by it, (i) such assignee lender shall thereupon become a "BankLender" for all purposes of this Agreement with a Commitment Commitments in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Borrowers shall execute and deliver Notes to the assignee Bank Lender in the amount respective amounts of its Commitments Commitment under each Facility and new Notes to the assignor Bank assigning Lender in the amount respective amounts of its Commitments Commitment under each Facility after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, Agreement and there shall be paid to of the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrowerother Loan Documents.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least five (5) Business Days' prior written notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata commercial lenders part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes any Note then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation the related Commitment for which such Note was issued) pursuant to make Loans hereunder written agreements executed by such assigning Lender, such assignee lender or lenders, the Borrower and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee lender and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it (the "Assignment Agreements"); provided, provided however, that (i) the Borrower may assignment of a Revolving Credit Note shall cover the same percentage of such Lender's Revolving Credit Commitment, Revolving Loans and interests in its sole discretion withhold its consent Letters of Credit; (ii) unless the Agent otherwise consents, the aggregate amount of the Commitments, Loans and Notes of the assigning Lender being assigned pursuant to any each such assignment by a Bank to any assignee which has total capital and surplus (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $200,000,000.00 or 5,000,000 and shall be an integral multiple of $1,000,000; (iii) the Swing Loans and Swing Line Commitment shall only be assigned (if at all) in total, (iv) the Agent, each Lender originally party hereto and the Borrower must each consent (such consent to not be unreasonably withheld by any such party), to each such assignment to a party which was not an original signatory of this Agreement (provided no such consent is required from the Borrower (x) for any assignment to any Lender party hereto, whether an original signatory of this Agreement or a party hereto by reason of an Assignment Agreement, (y) for any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment Affiliate of any such Lender and (z) for any such assignment made during the continuance of any Event of Default); and (v) the assigning Lender must pay to the Agent a processing and recordation fee of $2,500 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee and lender thereunder, the Borrower and consent thereto by the Agent and payment to such assigning Lender by such assignee lender of the purchase price for the portion of the indebtedness of the Borrower being acquired by it, (i) such assignee lender shall thereupon become a "BankLender" for all purposes of this Agreement with a Commitment Commitments in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank Lender in the amount respective amounts of its Commitments under the Revolving Credit and Swing Line and its Term Loans and new Notes to the assignor Bank assigning Lender in the amount respective amounts of its Commitments under the Revolving Credit and its Term Loans after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least 5 Business Days' prior written notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata commercial lenders part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation Commitments to make Loans hereunder hereunder) pursuant to written agreements executed by such assigning Lender, such assignee lender or lenders, the Company and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee lender and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it (the "Assignment Agreements"); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the Borrower may assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Commitments, Loans and Notes; (ii) unless the Agent otherwise consents, the aggregate amount of the Commitments, Loans and Notes of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of no event be less than $200,000,000.00 or 5,000,000 and shall be an integral multiple of $1,000,000; (iii) the Agent and the Company must each consent, which consent shall not be unreasonably withheld, to each such assignment to a party which was not an original signatory of this Agreement; and (iv) the assigning Lender must pay to the Agent a processing and recordation fee of $2,500 and any assignment out-of-pocket attorneys' fees and expenses incurred by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee lender thereunder, the Company and the Borrower Agent and consent thereto payment to such assigning Lender by such assignee lender of the Agent purchase price for the portion of the indebtedness of the Company being acquired by it, (i) such assignee lender shall thereupon become a "BankLender" for all purposes of this Agreement with a Commitment Commitments in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Company shall execute and deliver Notes to the assignee Bank Lender in the amount respective amounts of its Commitments under the Revolving Credit and the Term Credit and new Notes to the assignor Bank assigning Lender in the amount respective amounts of its Commitments under the Revolving Credit and the Term Credit after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, Agreement and there shall be paid to of the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrowerother Loan Documents.

Assignment Agreements. Each Bank may, from (a) The Lender shall have the right at any time to timesell, with the consent of the Borrower and Agent (which will not in assign, transfer or negotiate all or any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of its rights and obligations under the Credit Documents (including, without limitation, the indebtedness evidenced by the Notes then owed Note held by it together with an equivalent proportion of the assigning Lender, its obligation to make the Loan to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Lender, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the Lender's rights and obligations under the Credit Documents; provided, however, that in order to make any such assignment (i) so long as no Event of Default then exists, the Borrowers' consent shall be required for any such assignment by the Lender, and (ii) (A) unless the assigning Lender is assigning all of its outstanding Loan, the assigning Lender shall retain at least $5,000,000 in outstanding Loan, (B) the assignee Lender shall have outstanding Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement at least $5,000,000, (C) each such assignment shall be evidenced by a written agreement (substantially in the form of attached hereto as Exhibit J attached hereto, C or in such other form acceptable to the Lender) executed by the assignorLender, such assignee Lender and, if required as provided above, the assignee and the BorrowerBorrowers, which agreements agreement shall specify in each instance the portion of the indebtedness evidenced by the Notes Obligations which is are to be assigned to each such assignor the assignee Lender and the portion of the Commitments Loan of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder Lender, and (D) the assigning Lender shall pay to the Lender a processing fee of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require 3,500 and any consent as a condition to, or require payment of any fee out-of-pocket attorneys' fees and expenses incurred by the Lender in connection with, with any sale, discount or pledge by any Bank of any Note or other obligation hereunder such assignment agreement unless such assignment is made pursuant to a Federal reserve bankSection 8.7 hereof. Upon Any assignee satisfying the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee foregoing requirements shall thereupon become a "Bank" Lender for all purposes hereunder to the extent of this Agreement with a Commitment in the amount set forth in such Assignment Agreement rights and with all obligations under the Credit Documents it assumes and the assigning Lender shall be released from its obligations, and will have released its rights, powers and obligations afforded a Bank hereunder, (ii) under the assignor shall have no further liability for funding Credit Documents to the portion extent of its Commitments assumed by such other Bank and (iii) the assignment. The address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreementassignment agreement executed by it. The Borrowers authorize the Lender to disclose to any purchaser or prospective purchaser of an interest in the Loan owed to it under this Section any financial or other information pertaining to the Borrowers or any Affiliate or Subsidiary. Promptly upon the effectiveness of any such assignment agreement, and the Borrower Borrowers shall execute and deliver replacement Notes to the assigning Lender and the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments Lender after giving effect to the reduction occasioned by such assignment, assignment (all such Notes to shall collectively constitute the "NotesNote" for all purposes of this AgreementAgreement and the other Credit Documents), and there the assigning Lender shall be paid surrender to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion Borrowers its old Note upon delivery of such fee be payable by or charged replacement Notes. Notwithstanding the foregoing, nothing herein contained shall prevent (i) the Lender from assigning its rights in and to the BorrowerLoan and the Credit Documents as collateral security to any party providing financing to the Lender and (ii) after an Event of Default, from any such secured party making further transfers or assignments of the Loan or any rights under the Credit Documents.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least five Business Days’ notice to the Administrative Agent and the Borrower, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" Persons all or better by Thomxxxx Xxxk Watch Service a pro rata any part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes each Note then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the advances and participate in Letters of Credit and Swing Loans hereunder) pursuant to an Assignment Agreement substantially written agreements in the form of attached hereto as Exhibit J attached hereto, F executed by the assignorsuch assigning Lender, such assignee Lender or Lenders, the assignee Borrower and the BorrowerAdministrative Agent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes each Note which is to be assigned to each such assignor assignee lender and the portion of the Commitments of the assignor Revolving Credit Commitment, and the credit risk incidental obligations to the participate in Letters of Credit (which portions shall be equivalent) and Swing Loans, in each case of the assigning Lender to be assumed by it such assignee lender (the "“Assignment Agreements"”); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender’s rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender’s Revolving Credit Commitment, Loans, Notes and interests in Letters of Credit and Swing Loans; (ii) the aggregate amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $5,000,000; (iii) unless the assigning Lender is assigning all of its Revolving Credit Commitment, outstanding Loans and L/C Obligations, each Lender shall maintain for its own account at least $5,000,000 of its Revolving Credit Commitment and the Administrative Agent must retain all of the Swing Line Loans; (iv) the Administrative Agent and the Borrower must each consent (which consents shall not be unreasonably withheld) to each such assignment (except that the Borrower may Borrower’s consent shall not be required if such assignment is made after an Event of Default has occurred and is continuing) to a party which is not a Lender at such time except that such consents shall not be required in its sole discretion withhold its consent to any connection with an assignment by a Bank Lender to a wholly-owned subsidiary or Affiliate of such Lender; and (v) the assigning Lender must pay to the Administrative Agent a processing and recordation fee of $3,500 and any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment out-of-pocket attorney’s fees incurred by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee Administrative Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee lender thereunder, the Borrower (if applicable) and the Administrative Agent and payment to such assigning Lender by such assignee lender of the purchase price for the portion of the indebtedness of the Borrower and consent thereto being acquired by the Agent it, (i) such assignee lender shall thereupon become a "Bank" “Lender” for all purposes of this Agreement with a Revolving Credit Commitment (including the related obligations to participate in Letters of Credit and Swing Loans) in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments Revolving Credit Commitment (including the related obligations to participate in Letters of Credit and Swing Loans) assumed by such other Bank new assignee Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower shall upon request execute and deliver Notes a new Revolving Credit Note to the assignee Bank Lender in the amount of its Commitments Revolving Credit Commitment (and a Swing Line Note if such assignee Lender is concurrently with such assignment becoming a new Notes to the assignor Bank in the amount of its Commitments Administrative Agent) after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "“Notes" ” for all purposes of this Agreement. Nothing in this Section 14.12 shall prevent or prohibit any Lender which is a bank, and there shall be paid trust company or other financial institution from pledging its Notes or Loans to the Agenta Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank; no such pledge, as a condition or any assignment pursuant to such assignment, or in lieu of an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion enforcement of such fee be payable by or charged to a pledge, shall relieve the Borrowertransferor Lender from its obligations hereunder.

Assignment Agreements. Each Bank Lender may, from time to time, with the consent of the Borrower Borrower, the Issuer and Administrative Agent (which will not in any instance be unreasonably withheldwithheld and which consents shall not be required in the case of an assignment to an Affiliate of the assigning Lender), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes and participation in the Letter of Credit then owed owned by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, written agreements executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental incident to the Letters of Credit (which portions shall be equivalent) of the assignor to be assumed by it (the "Assignment Agreements"), provided that the Borrower Borrower, the Issuer and Administrative Agent may in its their sole discretion withhold its their consent to any assignment by a Bank to any assignee which has total capital and surplus Lender of less than $200,000,000.00 or to any assignment by a Bank of less than all 5,000,000 of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments Commitments, or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 BanksLoans, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank Lender of any Note or other obligation hereunder to a Federal reserve bankReserve Bank. The Assignment Agreements shall be in the form annexed hereto as Exhibit F as in such other form as all signatories thereto shall approve. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Administrative Agent and the Issuer, if applicable (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.a

Assignment Agreements. (a) Each Bank may, from time to Lender shall have the right at any time, with the prior consent of the Agent and, so long as no Event of Default then exists, the Borrower (which consent of the Borrower and Agent (which will shall not in any instance be unreasonably withheld)) to sell, sell assign, transfer or assign to other banking institutions rated "B" negotiate all or better by Thomxxxx Xxxk Watch Service a pro rata any part of all of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then owed held by it such assigning Lender, together with an equivalent proportion percentage of its obligation to make Loans hereunder and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the credit risk incidental Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Lender's rights and obligations under the Loan Documents; provided, however, that in order to make any such assignment (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in L/C Obligations, the assigning Lender shall retain at least $5,000,000 in unused Commitments, outstanding Loans and interests in Letters of Credit, (ii) the assignee Lender shall have Commitments, outstanding Loans and interests in Letters of Credit pursuant to an Assignment Agreement of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form of attached hereto as Exhibit J attached hereto, G or in such other form acceptable to the Agent) executed by the assignorsuch assigning Lender, such assignee Lender or Lenders, the assignee and Agent and, if required as provided above, the Borrower, which agreements agreement shall specify in each instance the portion of the indebtedness evidenced by the Notes Obligations which is are to be assigned to each such assignor the assignee Lender and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder Lender, and (iv) the assigning Lender shall pay to the Agent a processing fee of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require 3,500 and any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee out-of-pocket attorneys' fees and the Borrower and consent thereto expenses incurred by the Agent (i) in connection with any such assignment agreement. Any such assignee shall thereupon become a "Bank" Lender for all purposes hereunder to the extent of this Agreement with a Commitment in the amount set forth in such Assignment Agreement rights and with all obligations under the Loan Documents it assumes and the assigning Lender shall be released from its obligations, and will have released its rights, powers and obligations afforded a Bank hereunder, (ii) under the assignor shall have no further liability for funding Loan Documents to the portion extent of its Commitments assumed by such other Bank and (iii) the assignment. The address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreementassignment agreement executed by it. Promptly upon the effectiveness of any such assignment agreement, and the Borrower shall execute and deliver replacement Notes to the assignee Bank Lender and the assigning Lender in the amount respective amounts of its their Commitments and new Notes to the assignor Bank in the amount of its Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment, assignment (all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.constitute

Assignment Agreements. Each Bank may, from time to time, with the consent of the Borrower Company, the Administrative Agent and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking financial institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed owned by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental incident to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, written agreements executed by the assignor, the assignee and the BorrowerCompany, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments Commitment of the assignor and the credit risk incidental incident to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower Company may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments Commitment if as a result thereof the assignor will have Commitments a Commitment hereunder of less than one half of its assigned Commitments $15,000,000 or the assignee will have Commitments a Commitment hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks10,000,000, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankReserve Bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent Company (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments Commitment assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and upon return to the Borrower Company of the outstanding Committed Note of the Assignor, the Company shall execute and deliver Notes a Committed Note to the assignee Bank in the amount of its Commitments Commitment and a Bid Note to the assignee and a new Notes Committed Note to the assignor Bank in the amount of its Commitments Commitment after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Administrative Agent, as a condition to such assignment, an administration administrative fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the BorrowerCompany.

Assignment Agreements. Each Bank Lender may, upon prior notice to and consent of Borrower and Agent, which consent shall not be unreasonably withheld, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), time sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Xxxnt Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J F attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Loan Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank Lender of any Note or other obligation hereunder to a Federal federal reserve bank. Any such portion of the indebtedness assigned by any Lender pursuant to this Section 10.12 shall not be less than $5,000,000.00. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "BankLender" for all purposes of this Agreement with a Commitment Loan Commitments in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor shall have no further liability for funding the portion of its Loan Commitments assumed by such other Bank Lender and (iii) the address for notices to such Bank Lender shall be as specified in the Assignment Agreement, and the Borrower shall shall, in exchange for the cancellation of the Notes held by the assignor Lender, execute and deliver Notes to the assignee Bank Lender in the amount of its Loan Commitments and new Notes to the assignor Bank Lender in the amount of its Loan Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 2,000.00 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

Assignment Agreements. Each Bank may, from time to timetime upon at least five Business Days' notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" commercial lenders or better by Thomxxxx Xxxk Watch Service a pro rata Federal Reserve Bank part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes then owed owned by it such assigning Bank, together with an equivalent proportion of its obligation to make Loans hereunder loans and the credit risk incidental to the advances and participate in Letters of Credit hereunder) pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, written agreements executed by the assignorsuch assigning Bank, such assignee lender or lenders, the assignee Borrowers and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee lender and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Bank to be assumed by it (the "Assignment Agreements"); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the Borrower may assigning Bank's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Bank's Commitments, Term Commitments, Loans, Notes and interests in its sole discretion withhold its consent Letters of Credit; (ii) unless the Agent and the Company otherwise consent, the aggregate amount of the Commitments, Loans, Notes and interests in the Letters of Credit of the assigning Bank being assigned to any such assignee lender pursuant to each such assignment by a Bank to any assignee which has total capital and surplus (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $200,000,000.00 10,000,000 and shall be an integral multiple of $5,000,000; (iii) each Bank shall maintain for its own account at least $10,000,000 of its Commitment or to any assignment by a Bank of less than assign all of its Commitments if as a result thereof Commitment; (iv) the assignor will have Commitments hereunder Agent and the Company (acting on behalf of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any Borrowers) must each consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder (except for assignments to a Federal reserve bankReserve Bank), which consent shall not be unreasonably withheld, to each such assignment to a party which was not an original signatory of this Agreement or an Affiliate of such a signatory, provided, that so long as an Event of Default has occurred and is continuing, the consent of each Borrower to such an assignment shall not be required; and (v) the assignee lender must pay to the Agent a processing and recordation fee of $2,500. Upon the execution of each Assignment Agreement by the assignorassigning Bank thereunder, the assignee lender thereunder, the Company (acting on behalf of the Borrowers) and the Borrower Agent and consent thereto payment to such assigning Bank by such assignee lender of the Agent purchase price for the portion of the indebtedness of the Borrowers being acquired by it, (i) such assignee lender shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment Commitments in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor such assigning Bank shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such assignee Bank shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Borrowers shall execute and deliver Notes to the assignee Bank in the amount of its Commitments Commitment and Term Commitment and new Notes to the assignor assigning Bank in the amount amounts of its Commitments Commitment and Term Commitment after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement. Upon its receipt of such Notes, and there the assigning Bank shall be paid return its old Notes to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the BorrowerBorrowers marked canceled.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least five (5) Business Days' prior written notice to the Administrative Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata commercial lenders part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes Note then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation Revolving Credit Commitment to make Loans hereunder and participate in the credit risk incidental to the on Letters of Credit hereunder) pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignorsuch assigning Lender, such assignee lender or lenders, the assignee Company, and the BorrowerAdministrative Agent, which agreements Assignment Agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes Note which is to be assigned to each such assignor assignee lender and the portion of the Commitments Revolving Credit Commitment of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitment, Loans, Note and credit risk with respect to Letters of Credit; (ii) unless the Administrative Agent otherwise consents, the aggregate amount of the Revolving Credit Commitment, Loans and Note of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $5,000,000 and shall be an integral multiple of $1,000,000; (iii) the Administrative Agent and (except for any such assignment made during the continuance of any Event of Default) the 85 Company must each consent, which consent shall not be unreasonably withheld (it (the "Assignment Agreements"), provided being understood and agreed that the Borrower may in its sole discretion it would not be unreasonable to withhold its consent to any such assignment based upon the size or financial strength of the proposed assignee), to each such assignment to a party which was not an original signatory of this Agreement; and (iv) the assigning Lender must pay to the Administrative Agent a processing and recordation fee of $3,500 and any out-of-pocket attorneys' fees and expenses incurred by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee Administrative Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee lender thereunder, the Company, and the Borrower Administrative Agent and consent thereto payment to such assigning Lender by such assignee lender of the Agent purchase price for the portion of the indebtedness of the Company being acquired by it, (i) such assignee lender shall thereupon become a "BankLender" for all purposes of this Agreement with a Revolving Credit Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Company shall execute and deliver Notes a Note to the assignee Bank Lender in the respective amounts of its Revolving Credit Commitment under the Revolving Credit and a new Note to the assigning Lender in the amount of its Commitments and new Notes to Revolving Credit Commitment under the assignor Bank in the amount of its Commitments Revolving Credit after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, Agreement and there shall be paid to of the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrowerother Loan Documents.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least 5 Business Days' prior written notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata commercial lenders part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation Revolving Credit Commitments to make Loans hereunder hereunder) pursuant to written agreements executed by such assigning Lender, such assignee lender or lenders, the Company and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee lender and the portion of the Revolving Credit Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it (the "Assignment Agreements"); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the Borrower may in its sole discretion withhold its consent assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitments, Loans, Notes and credit risk with respect to any Letters of Credit; (ii) each such assignment shall be made by a Bank Lender which is a lender under the Short-Term Credit Agreement and shall be made contemporaneously with an assignment of the same percentage of such Lender's rights and obligations with respect to any assignee which has total capital the Short-Term Credit Agreement; (iii) unless the Agent otherwise consents, the aggregate amount of the Revolving Credit Commitments, Loans, Notes and surplus credit risk with respect to Letters of Credit of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $200,000,000.00 or 5,000,000 and shall be an integral multiple of $1,000,000; (iv) the Agent and the Company must each consent, which consent shall not be unreasonably withheld, to any each such assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes party which was not an original signatory of this Agreement, ; and there shall be paid (v) the assigning Lender must pay to the Agent, as Agent a condition to such assignment, an administration processing and recordation fee of $2,500 plus 3,000 and any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.pocket

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least five Business Days' prior written notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata commercial lenders part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Term Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation Term Commitment to make Loans hereunder a Term Loan hereunder) pursuant to written agreements executed by such assigning Lender, such assignee lender or lenders, the Borrowers and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Term Notes which is to be assigned to each such assignor assignee lender and the portion of the Commitments Percentage of the assignor and Term Commitment of the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it (the "Assignment AgreementsASSIGNMENT AGREEMENTS"); PROVIDED, provided HOWEVER, that (i) each such assignment shall be of a constant, and not a varying, percentage of the Borrower may assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Percentage of the Term Commitment, Term Loans and Term Notes; (ii) unless the Agent and (except during an Event of Default) the Borrowers otherwise consent, the aggregate amount of the Term Commitment, Term Loans and Term Notes of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of no event be less than $200,000,000.00 5,000,000 and shall be an integral multiple of $1,000,000; (iii) the Agent and (except during any Event of Default) any of the Borrowers must each consent, which consent shall not be unreasonably withheld, to each such assignment to a party which was not already a Lender party to this Agreement or any Affiliate of such Lender; (iv) the assigning Lender must pay to the Agent a processing and recordation fee of $3,500 and any assignment out-of-pocket attorneys' fees and expenses incurred by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee Agent in connection withwith such Assignment Agreement and (v) no assignment or delegation may be made if, at the time of and by reason of such assignment and delegation, any sale, discount or pledge by Borrower would then be obligated to pay any Bank amount under Section 10.1 hereof in excess of any Note or other obligation hereunder what it would have been required to a Federal reserve bankpay thereunder had no such assignment been made. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee lender thereunder, the Borrowers and the Borrower Agent and consent thereto payment to such assigning Lender by such assignee lender of the Agent purchase price for the portion of the indebtedness of the Borrowers being acquired by it, (i) such assignee lender shall thereupon become a "BankLENDER" for all purposes of this Agreement with a Term Commitment in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments Term Commitment assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Borrowers shall execute and deliver Notes a Term Note to the assignee Bank Lender in the amount of its Commitments Term Commitment and a new Notes Term Note to the assignor Bank assigning Lender in the amount of its Commitments Term Commitment after giving effect to the reduction occasioned by such assignment, all such Term Notes to constitute "NotesTERM NOTES" for all purposes of this Agreement, Agreement and there shall be paid to of the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrowerother Loan Documents.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least five (5) Business Days' prior written notice to the Agent and the Company, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata commercial lenders part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation Commitments to make Loans hereunder hereunder) pursuant to written agreements executed by such assigning Lender, such assignee lender or lenders, the Company and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee lender and the portion of the Commitments Commitment of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it (the "Assignment Agreements"); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the Borrower may assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Commitment, Loans, Note and credit risk with respect to Letters of Credit; (ii) unless the Agent otherwise consents, the aggregate amount of the unused Commitment, Loans and credit risk with respect to Letters of Credit of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall (x) in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of no event be less than $200,000,000.00 5,000,000 and shall be an integral multiple of $5,000,000 or to any (y) be an assignment by a Bank of less than all of its Commitments if the assigning Lender's Commitment and other interests as a result thereof Lender hereunder; (iii) the assignor will have Agent shall maintain for its own account the lesser of (x) $30,000,000 or (y) 33-1/3% of the total Commitments hereunder of less than one half of its assigned Commitments or as the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would same may from time to time be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed reduced by the Company pursuant to require any consent as a condition to, or require payment Section 3.4 hereof; (iv) the Agent and (except for an assignment made during the continuance of any Event of Default described in Section 9.1(q) or 9.1(r) hereof) the Company must each consent to each such assignment to a party which was not an original signatory of this Agreement, which consent shall not be unreasonably withheld; and (v) the assigning Lender must pay to the Agent a processing and recordation fee of $2,500 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee lender thereunder, the Company and the Borrower Agent and consent thereto payment to such assigning Lender by such assignee lender of the Agent purchase price for the portion of the indebtedness of the Company being acquired by it, (i) such assignee lender shall thereupon become a "BankLender" for all purposes of this Agreement with a Commitment in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments Commitment assumed by such other Bank Lender and no further obligation with respect to such portion of its Commitment (except to the extent of any such other obligation which arises from any act or omission prior to the effective date of such assignment) and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Company shall execute and deliver Notes (i) a Note to the assignee Bank Lender in the amount of its Commitments Commitment and a new Notes Note to the assignor Bank assigning Lender in the amount of its Commitments Commitment after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, Agreement and there shall be paid of the Collateral Documents and (ii) such amendments to the Agent, Collateral Documents as a condition may be necessary or appropriate to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid assure the credit extended by the assignor or assignee Lender is secured by the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the BorrowerCollateral Documents.

Assignment Agreements. Each Bank may, at its own expense, from time to timetime upon at least five Business Days' notice to the Agents, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata commercial lenders part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes then owed owned by it such assigning Bank, together with an equivalent proportion of its obligation to make Loans hereunder loans and the credit risk incidental to the advances and participate in Letters of Credit hereunder) pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, written agreements executed by the assignorsuch assigning Bank, such assignee lender or lenders, the assignee Borrower and the BorrowerAdministrative Agent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee lender and the portion of the Commitments Commitment of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Bank to be assumed by it (the "Assignment AgreementsASSIGNMENT AGREEMENTS"); provided, provided however, that (i) except with respect to the Swing Loans (which must be assigned in whole), each such assignment shall be of a constant, and not a varying, percentage of the assigning Bank's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Bank's Commitment, Loans, Notes and interests in Letters of Credit; (ii) unless the Administrative Agent and the Borrower may otherwise consent, the aggregate amount of the Commitment, Loans, Notes and interests in its sole discretion withhold its consent the Letters of Credit of the assigning Bank being assigned to any such assignee lender pursuant to each such assignment by a Bank to any assignee which has total capital and surplus (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $200,000,000.00 10,000,000 and shall be an integral multiple of $5,000,000 (other than assignments between existing Banks which may be in the amount of $1,000,000 or to any assignment by a in such greater amount which is an integral multiple of $1,000,000); (iii) each Bank shall maintain for its own account at least $10,000,000 of less than its Commitment or assign all of its Commitments if as Commitment; (iv) the Administrative Agent and (except for an assignment made during the continuance of any Event of Default) the Borrower must each consent, which consent shall not be unreasonably withheld, to each such assignment to (provided no such consent is required for any assignment to (i) any Bank party hereto, whether an original signatory of this Agreement or a result thereof the assignor will have Commitments hereunder party hereto by reason of less than one half an Assignment Agreement and (ii) any Affiliate of its assigned Commitments or any such Bank), and (v) the assignee will have Commitments hereunder lender must pay to the Administrative Agent a processing and recordation fee of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require 3,000 and any consent as a condition to, or require payment of any fee out-of-pocket attorney's fees incurred by the Administrative Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Bank thereunder, the assignee and lender thereunder, the Borrower and consent thereto the Administrative Agent and payment to such assigning Bank by such assignee lender of the Agent purchase price for the portion of the indebtedness of the Borrower being acquired by it, (i) such assignee lender shall thereupon become a "BankBANK" for all purposes of this Agreement with a Commitment (and, if relevant, shall be deemed to be Xxxxxx Bank for purposes of the Swing Loans) in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor such assigning Bank shall have no further liability for funding the portion of its Commitments Commitment (and, if relevant, Swing Line Commitment) assumed by such other Bank and (iii) the address for notices to such assignee Bank shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower shall execute and deliver new Notes to the assignee Bank in the amount of its Commitments Commitment (and, if relevant, Swing Line Commitment) and Bid Loans and new Notes to the assignor assigning Bank in the amount amounts of its Commitments Commitment and Bid Loans after giving effect to the reduction occasioned by such assignment, all such new Notes to constitute "NotesNOTES" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least 5 Business Days' notice to the Agent and the Company, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking banks or lending institutions rated "B" all or better by Thomxxxx Xxxk Watch Service a pro rata part of all of its rights and obligations under this Agreement (including, without limitation, the indebtedness evidenced by the Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation to make Loans hereunder loans and the credit risk incidental to the advances and participate in Letters of Credit hereunder) pursuant to an Assignment Agreement substantially in the form of attached hereto as Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it I (the "Assignment Agreements"); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the Borrower may assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Commitments, Loans, Notes and interests in its sole discretion withhold its consent Letters of Credit; (ii) unless the Agent otherwise consents, the aggregate amount of the Commitments, Loans, Notes and interests in the Letters of Credit of the assigning Lender being assigned pursuant to any each such assignment by a Bank to any assignee which has total capital and surplus (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $200,000,000.00 or to any assignment by a Bank 5,000,000 and shall be an integral multiple of less than $1,000,000 and, unless the assigning Lender shall have assigned all of its Commitments if as a result thereof Commitments, Loans, Notes and interests in Letters of Credit, the assignor will have Commitments hereunder aggregate amount of less than one half Commitments, Loans, Notes, and interests in Letters of its assigned Commitments or Credit retained by the assignee will have Commitments hereunder of assigning Lender shall in no event be less than $3,500,000.00 or5,000,000; (iii) the Agent and the Company must each consent, after giving effect theretowhich consent shall not be unreasonably withheld and shall be evidenced by execution of a counterpart of the relevant Assignment Agreement in the space provided thereon for such acceptance, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require each such assignment to a party which was not an original signatory of this Agreement; and (iv) the assigning Lender must pay to the Agent a processing and recordation fee of $3,000 and any consent as a condition to, or require payment of any fee reasonable out-of-pocket attorney's fees incurred by the Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee lender thereunder, the Company and the Borrower Agent and consent thereto payment to such assigning Lender by such assignee lender of the Agent purchase price for the portion of the indebtedness of the Company being acquired by it, (i) such assignee lender shall thereupon become a "BankLender" for all purposes of this Agreement with a Commitment Commitments in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Company shall execute and deliver Notes to the assignee Bank Lender in the amount respective amounts of its Commitments and new Notes to the assignor Bank assigning Lender in the amount respective amounts of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, Agreement and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrowerother Loan Documents.

Assignment Agreements. (a) Each Bank may, from time to shall have the right at any time, with the prior consent of the Agent and, so long as no Event of Default then exists, the Borrower (which consent of the Borrower and Agent (which will shall not in any instance be unreasonably withheld)) to sell, sell assign, transfer or assign to other banking institutions rated "B" negotiate all or better by Thomxxxx Xxxk Watch Service a pro rata any part of all of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then owed held by it such assigning Bank, together with an equivalent proportion percentage of its obligation to make Loans hereunder and participate in L/Cs) to one or more commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the credit risk incidental Agent, such assignment shall be of a fixed percentage (and not by its terms of varying percentage) of the assigning Bank's rights and obligations under the Loan Documents; provided, however, that in order to make any such assignment (i) unless the assignee Bank is assigning all of its Commitments, outstanding Loans and Reimbursement Obligations, the assigning Bank shall retain at least $5,000,000 in outstanding Loans, interests in Letters of Credit pursuant to an Assignment Agreement and unused Commitments, (ii) the assignee bank shall have outstanding Loans, interests in Letters of Credit and unused Commitments of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form of attached hereto as Exhibit J attached hereto, G or in such other form acceptable to the Agent) executed by the assignorsuch assigning Bank, such assignee bank or banks, the assignee and Agent and, if required as provided above, the Borrower, which agreements agreement shall specify in each instance the portion of the indebtedness evidenced by the Notes Obligations which is are to be assigned to each such assignor the assignee bank and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Bank to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder bank or banks, and (iv) the assigning Bank shall pay to the Agent a processing fee of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require 3,500 and any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee out-of-pocket attorneys' fees and the Borrower and consent thereto expenses incurred by the Agent (i) in connection with any such assignment agreement. Any such assignee shall thereupon become a "Bank" Bank for all purposes hereunder to the extent of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers rights and obligations afforded a Bank hereunder, (ii) under the assignor shall have no further liability for funding Loan Documents it assumes and the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such assigning Bank shall be as specified released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Bank to disclose to any purchaser or prospective purchaser of an interest in the Assignment AgreementLoans and Reimbursement Obligations owed to it or its Commitments under this Section any financial or other information pertaining to the Borrower. Promptly upon the effectiveness of any such assignment agreement, and the Borrower shall execute and deliver replacement Notes to the assigning Bank and the assignee Bank in the amount respective amounts of its their Commitments and new Notes to the assignor Bank in the amount of its Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment, assignment (all such Notes to constitute "Notes" for all purposes of this Agreement, Agreement and there the other Loan Documents) and the assigning Bank shall be paid surrender to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the BorrowerBorrower its old Notes.

Assignment Agreements. (a) Each Bank may, from time to Lender shall have the right at any time, with the prior consent of the Agent and, so long as no Event of Default then exists, the Borrower and Agent (which will consent of the Agent and the Borrower shall not in any instance be unreasonably withheld)) to sell, sell assign, transfer or assign to other banking institutions rated "B" negotiate all or better by Thomxxxx Xxxk Watch Service a pro rata any part of all of its rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then owed held by it such assigning banks, together with an equivalent proportion percentage of its obligation to make Loans hereunder and participate in Letters of Credit) to one or more commercial banks or other financial institutions or investors; PROVIDED, HOWEVER, that in order to make any such assignment (i) unless the credit risk incidental to assigning Lender is assigning all of its Commitments, outstanding Loans and Reimbursement Obligations, the assigning Lender shall retain at least $5,000,000 in outstanding Loans, interests in Letters of Credit pursuant to an Assignment Agreement and unused Commitments, (ii) the assignee Lender shall have outstanding Loans, interests in Letters of Credit and unused Commitments of at least $5,000,000, (iii) each such assignment shall be evidenced by a written agreement (substantially in the form of attached hereto as Exhibit J attached hereto, I or in such other form acceptable to the Agent) executed by the assignorsuch assigning Lender, such assignee Lender or Lenders, the assignee and Agent and, if required as provided above, the Borrower, which agreements agreement shall specify in each instance the portion of the indebtedness evidenced by the Notes Obligations which is are to be assigned to each such assignor the assignee Lender and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder Lender or Lenders, and (iv) the assigning Lender shall pay to the Agent a processing fee of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require 3,500 and any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee out-of-pocket attorneys' fees and the Borrower and consent thereto expenses incurred by the Agent (i) in connection with any such assignment agreement. Any such assignee shall thereupon become a "Bank" Lender for all purposes hereunder to the extent of this Agreement with a Commitment the rights and obligations under the Loan Documents it assumes and the assigning Lender shall be released from its obligations, and will have released its rights, under the Loan Documents to the extent of such assignment. The Borrower authorizes each Lender to disclose to any purchaser or prospective purchaser of an interest in the amount set forth in such Assignment Agreement Loans and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of Reimbursement Obligations owed to it or its Commitments assumed by under this Section any financial or other information pertaining to the Borrower. Promptly upon the effectiveness of any such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreementassignment agreement, and the Borrower shall execute and deliver replacement Notes to the assigning Lender and the assignee Bank Lender in the amount respective amounts of its their Commitments and new Notes to the assignor Bank in the amount of its Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment, assignment (all such Notes to constitute "NotesNOTES" for all purposes of this Agreement, Agreement and there the other Loan Documents) and the assigning Lender shall be paid surrender to the Agent, as a condition Borrower its old Notes. The Borrower authorizes each Lender to such assignment, disclose to any purchaser or prospective purchaser of an administration fee interest in the Loans and interest in Letters of $2,500 plus Credit owed to it or its Commitments under this Section any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor financial or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged other information pertaining to the BorrowerBorrower or any Subsidiary.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least five Business Days' prior written notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata commercial lenders part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation Commitments to make Loans hereunder hereunder) pursuant to written agreements executed by such assigning Lender, such assignee lender or lenders, the Borrowers and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee lender and the portion of the Percentage of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it (the "Assignment AgreementsASSIGNMENT AGREEMENTS"); PROVIDED, provided HOWEVER, that (i) each such assignment shall be of a constant, and not a varying, percentage of the Borrower may assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Percentage of the Commitments, Revolving Loans, Revolving Credit Notes and credit risk with respect to Letters of Credit and Swing Loans; (ii) unless the Agent and (except during an Event of Default) the Borrowers otherwise consent, the aggregate amount of the Commitments, Loans, Notes and credit risk with respect to Letters of Credit and Swing Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of no event be less than $200,000,000.00 5,000,000 and shall be an integral multiple of $1,000,000; (iii) the Swing Loans and Swing Line Commitment shall only be assigned (if at all) in total; (iv) the Agent and (except during any Event of Default ) any of the Borrowers must each consent, which consent shall not be unreasonably withheld, to each such assignment to a party which was not already a Lender party to this Agreement or any Affiliate of such Lender; (v) the assigning Lender must pay to the Agent a processing and recordation fee of $3,500 and any assignment out-of-pocket attorneys' fees and expenses incurred by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee Agent in connection withwith such Assignment Agreement and (vi) no assignment or delegation may be made if, at the time of and by reason of such assignment and delegation, any saleBorrower would then be obligated to pay any amount under Sections 1.4(e), discount 2.5, 2.6, 2.7, 2.8 or pledge by any Bank 11.1 hereof in excess of any Note or other obligation hereunder what it would have been required to a Federal reserve bankpay thereunder had no such assignment been made. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee lender thereunder, the Borrowers and the Borrower Agent and consent thereto payment to such assigning Lender by such assignee lender of the Agent purchase price for the portion of the indebtedness of the Borrowers being acquired by it, (i) such assignee lender shall thereupon become a "BankLENDER" for all purposes of this Agreement with a Commitment Commitments in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Borrowers shall execute and deliver Notes to the assignee Bank Lender in the amount respective amounts of its Percentage of its Commitments under the Revolving Credit and Swing Line and its Term Loan and new Notes to the assignor Bank assigning Lender in the amount respective amounts of its Commitments Percentage of its Revolving Credit Commitment and its Term Loan after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "NotesNOTES" for all purposes of this Agreement, Agreement and there shall be paid to of the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrowerother Loan Documents.

Assignment Agreements. Each Bank may, from time to time, with the written consent of the Borrower Companies and Administrative Agent (which will not in any either instance be unreasonably withheldwithheld or delayed), sell or assign to other banking financial institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed owned by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, written agreements executed by the assignor, the assignee and the BorrowerCompanies, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee and the portion of the Commitments Commitment of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that either of the Borrower Companies may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments Commitment if as a result thereof the assignor assignee will have Commitments a Commitment hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankL2,000,000. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent Companies (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments Commitment assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and upon return to the Borrower of the outstanding Note of the assignor, the Borrower shall execute and deliver Notes a new Note to the assignee Bank in the amount of its Commitments Commitment and a new Notes Note to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.its

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least ten (10) Business Days' prior written notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata commercial lenders part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation Commitments to make Loans hereunder hereunder) pursuant to written agreements executed by such assigning Lender, such assignee lender or lenders, the Company and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee lender and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it (the "Assignment Agreements"); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the Borrower may assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Commitments, Loans and Notes; (ii) unless the Agent otherwise consents, the aggregate amount of the Commitments, Loans and Notes of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of no event be less than $200,000,000.00 5,000,000 (or $1,000,000 in the case of assignments requested by the Company in accordance with the last sentence of this Section) and shall in each case be an integral multiple of $1,000,000; (iii) the Agent and (except for an assignment made during the continuance of any Event of Default) the Company must each consent, which consent shall not be unreasonably withheld, to each such assignment (provided no such consent is required for any assignment to (i) any Lender party hereto, whether an original signatory of this Agreement or a party hereto by a Bank reason of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 oran Assignment Agreement, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require and (ii) any consent as a condition to, or require payment Affiliate of any such Lender); (iv) Xxxxxx Trust and Savings Bank shall maintain for its own account at least 50% of the Commitments (except during the continuance of any Event of Default described in Sections 9.1(l) or 9.1(m) hereof); and (v) the assigning Lender must pay to the Agent a processing and recordation fee of $2,500 and any out-of-pocket attorneys' fees and expenses incurred by the Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee lender thereunder, the Company and the Borrower Agent and consent thereto payment to such assigning Lender by such assignee lender of the Agent purchase price for the portion of the indebtedness of the Company being acquired by it, (i) such assignee lender shall thereupon become a "BankLender" for all purposes of this Agreement with a Commitment Commitments in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Company shall execute and deliver Notes to the assignee Bank Lender in the amount respective amounts of its Commitments Commitment and B Loans (if any are outstanding) and new Notes to the assignor Bank assigning Lender in the amount respective amounts of its Commitments Commitment and B Loans (if any are outstanding) after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, Agreement and there shall be paid to of the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrowerother Loan Documents.

Assignment Agreements. Each Bank Lender may, from time to time, with the consent of the Borrower Company (but no such Company consent shall be required if a Default or Event of Default has occurred and is continuing), the Administrative Agent (and the Issuing Bank, which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata Persons part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion any of its obligation Notes and credit risks with respect to make Loans hereunder and the credit risk incidental to the Letters of Credit then owned by it and/or any of its Commitments pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, assignment agreement executed by the assignor, the assignee assignee, the Company (unless a Default or Event of Default has occurred and is continuing), the Issuing Bank and the BorrowerAdministrative Agent (an "Assignment Agreement"), which agreements shall specify in each instance specifying the portion of the indebtedness evidenced by the Notes and Applications which is to be assigned to each such assignor assignee and the portion of the Commitments of the assignor to be assumed by it; provided, however, that unless each of the Administrative Agent, the Issuing Bank and the Company (unless a Default or Event of Default has occurred and is continuing), otherwise consents, the aggregate amount of the unfunded Commitments, Loans, and credit risk incidental with respect to Letters of Credit retained by the assigning Lender shall not be less than $10,000,000 and the assignee's unfunded Commitments, Loans and risk participation in the Letters of Credit (which portions shall not be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or 5,000,000, and the assigning Lender shall pay to the Administrative Agent a processing and recordation fee of $3,500 ($2,500 in the case of assignments to a Person who is a Lender prior to giving effect to the assignment in question) for each assignment and any assignment extraordinary out-of-pocket attorney's fees and expenses incurred by the Administrative Agent in connection with each such Assignment Agreement and, notwithstanding Section 12.10, the Company shall have no liability therefor. The foregoing amount limitations shall not apply in the circumstance where a Lender is assigning its entire remaining amount of a given Commitment and all of the extensions of credit which arose under such Commitment to an assignee nor shall such minimum amount limitations be applicable to Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankMontreal. Upon the execution of each Assignment Agreement by the assignor, the assignee assignee, the Administrative Agent, the Issuing Bank and the Borrower Company and consent thereto by satisfaction of the Agent foregoing conditions and any conditions set forth therein (i) such assignee shall thereupon become a "BankLender" for all purposes of this Agreement with a Commitment Commitments in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, provided that the assigning Lender shall retain the benefit of all indemnities of the Company with respect to matters arising prior to the effective date of such Assignment Agreement, which shall survive and inure to the benefit of the assigning Lender, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Commitments assumed by such other Bank Lender, and (iii) the address for notices to such Bank assignee shall be as specified in the Assignment AgreementAgreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement by the assignor, the assignee, the Company, the Issuing Bank and the Borrower Administrative Agent, the Company shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, Lender all such Notes notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the BorrowerLoan Documents.

Assignment Agreements. Each Bank Lender may, from time to timetime upon at least 5 Business Days' prior written notice to the Agent, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata commercial lenders part of all of its rights and obligations under this Agreement (including without limitation the indebtedness evidenced by the Notes then owed owned by it such assigning Lender, together with an equivalent proportion of its obligation Revolving Credit Commitments to make Loans hereunder hereunder) pursuant to written agreements executed by such assigning Lender, such assignee lender or lenders, the Company and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the BorrowerAgent, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee lender and the portion of the Revolving Credit Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) assigning Lender to be assumed by it (the "Assignment Agreements"); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of the Borrower may in its sole discretion withhold its consent assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of such Lender's Revolving Credit Commitments, Loans, Notes and credit risk with respect to any Letters of Credit; (ii) each such assignment shall be made by a Bank Lender which is a lender under the Short-Term Credit Agreement and shall be made contemporaneously with an assignment of the same percentage of such Lender's rights and obligations with respect to any assignee which has total capital the Short-Term Credit Agreement; (iii) unless the Agent otherwise consents, the aggregate amount of the Revolving Credit Commitments, Loans, Notes and surplus credit risk with respect to Letters of Credit of the assigning Lender being assigned pursuant to each such assignment (determined as of the effective date of the relevant Assignment Agreement) shall in no event be less than $200,000,000.00 or 5,000,000 and shall be an integral multiple of $1,000,000; (iv) the Agent and the Company must each consent, which consent shall not be unreasonably withheld, to each such assignment to a party which was not an original signatory of this Agreement; and (v) the assigning Lender must pay to the Agent a processing and recordation fee of $3,000 and any assignment out-of-pocket attorneys' fees and expenses incurred by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee Agent in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankwith such Assignment Agreement. Upon the execution of each Assignment Agreement by the assignorassigning Lender thereunder, the assignee lender thereunder, the Company and the Borrower Agent and consent thereto payment to such assigning Lender by such assignee lender of the Agent purchase price for the portion of the indebtedness of the Company being acquired by it, (i) such assignee lender shall thereupon become a "BankLender" for all purposes of this Agreement with a Commitment Revolving Credit Commitments in the amount amounts set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank Lender hereunder, (ii) the assignor such assigning Lender shall have no further liability for funding the portion of its Revolving Credit Commitments assumed by such other Bank Lender and (iii) the address for notices to such Bank assignee Lender shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of such Assignment Agreement, and the Borrower Company shall execute and deliver Notes to the assignee Bank Lender in the amount respective amounts of its Revolving Credit Commitments under the Revolving Credit and new Notes to the assignor Bank assigning Lender in the amount respective amounts of its Revolving Credit Commitments under the Revolving Credit after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, Agreement and there shall be paid to of the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrowerother Loan Documents.

Assignment Agreements. Each Bank may, from time to time, with the consent of the Agent and Borrower and Agent (neither of which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thomxxxx Xxxk Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J G attached hereto, executed by the assignor, the assignee and the Borrower (but only if Borrower's consent is required), which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor assignee and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that (i) the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments Commitment if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will would have Commitments a Commitment hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks5,000,000.00, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bankbank and (ii) the consent of the Borrower or the Agent shall not be required for assignments or sales to a Bank, unless after giving effect to such assignment or sale there are fewer than 5 Banks or any Bank would have Commitments hereunder equal to or greater than 50% of the aggregate Commitments hereunder, in which case the consent of Borrower may be withheld in Borrower's sole discretion, and (iii) the consent of Borrower shall not be required so long as any Event of Default has occurred and is continuing. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower (if required) and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.