Common use of Assignees and Assignment Procedures Clause in Contracts

Assignees and Assignment Procedures. Each Bank may (i) without the consent of the Agents or the Borrower if the proposed assignee is already a Bank hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank is a Subsidiary, or (ii) otherwise with the consents of the Agents and (so long as no Event of Default exists) the Borrower (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents, including all or a portion, which need not be pro rata among the Loans and the Letter of Credit Exposure, of its Commitments, the portion of the Loans and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one of the Agents; provided, however, that: (i) the aggregate amount of the Commitments of the assigning Bank subject to each such assignment to any Assignee other than another Bank (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 and in increments of $500,000; and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") in the form satisfactory to the Administrative Agent and the Collateral Agent, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 payable to the Administrative Agent by the assigning Bank or the Assignee. Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank under this Agreement; and (B) the assigning Bank shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereof, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (i) without the consent of the Agents Agent or the Borrower if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned wholly owned Subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiary, or (ii) otherwise with the consents prior written consent of the Agents Agent and (so long as no Default or Event of Default exists) the Borrower (which such consents will shall not be unreasonably withheld, delayed or conditioned and shall be deemed granted if Borrower fails to object to such assignment within ten (10) days after notice thereof), in compliance with applicable laws Laws in connection with such assignment, assign to one or more commercial banks lenders or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among the Loans and the Letter Letters of Credit ExposureCredit, of its CommitmentsCommitment, the portion of the Loans and Letter Letters of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one of the AgentsAgent; provided, however, that: (i) the aggregate amount of the Commitments of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 5,000,000 and in increments of $500,000500,000 in excess thereof; and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") in the form satisfactory to the Administrative Agent and the Collateral Agent, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 payable assignment. Notwithstanding anything in this Agreement to the Administrative Agent by contrary, in no event may Borrower or any of its respective affiliates (each a "Restricted Person") constitute or become a Lender hereunder, and any purported or attempted assignment made in violation of the assigning Bank or the Assigneepreceding sentence to any Restricted Person shall automatically be null and void and without legal effect. Upon acceptance and recording pursuant to Section 11.1.410.2(d), (which acceptance and recording shall be deemed to occur in any event three (3) Business Days following satisfaction of all other requirements hereunder) from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five three (53) Banking Business Days after the execution thereof unless waived in writing by the Administrative Agent): ): (Ax) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; and and (By) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereof, as well as to any interest and fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank may (i) without the consent of the Agents or the Borrower if the proposed assignee is already a Bank hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank is a Subsidiary, or (ii) otherwise with the consents of the Agents and (so long as no Event of Default exists) the Borrower (which consents will not be unreasonably withheld)Lender may, in compliance with applicable laws in connection with such assignmentassignment and in accordance with this Section 11.2.1, assign to one or more commercial banks or other financial institutions Eligible Transferees (each, an "“Assignee"”) all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among the Loans and the Letter of Credit Exposure, portion of its CommitmentsCommitment, the portion of the Loans and Letter of Credit Exposure Loan at the time owing to it and the Notes Note held by it, but excluding its rights and obligations as one of the Agents; provided, however, that: (ia) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender, a Related Fund, any Eligible Transferee that acquires all or a substantial portion of the assets of a Lender or an Affiliate of a Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 3,000,000 and in increments of $500,0001,000,000 (or, if less, the entire remaining amount of the assigning Lender’s Commitment); and (iib) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance substantially in the form of Exhibit 11.2.1 (the "“Assignment and Acceptance") in the form satisfactory to the Administrative Agent and the Collateral Agent”), together with the Note or Notes subject to such assignment and and, except in the event of a transfer pursuant to another Lender, a Related Fund, any Eligible Transferee that acquires all or a substantial portion of the assets of a Lender or an Affiliate of a Lender, a processing and recordation fee of $500 3,500 payable to the Administrative Agent by the assigning Bank Lender (or as the Assigneeassigning Lender and the Assignee may otherwise agree between themselves). Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Business Days after the execution thereof unless waived in writing by the Administrative Agent): (Ai) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; and (Bii) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's Lender’s rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.4 and 9, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank may (i) without the consent of the Agents or the Borrower if the proposed assignee is already a Bank hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank is a Subsidiary, or (ii) otherwise with the consents of the Agents Domestic Lender and (so long as no Event of Default exists) the Borrower (which consents will not be unreasonably withheld)Canadian Lender may, in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks Eligible Domestic Assignees or other financial institutions Eligible Canadian Assignees, as the case may be (each, an "Assignee") ), all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among the Loans and the Letter of Credit Exposure, portion of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the any Notes held by it, but excluding its rights and obligations as one a Domestic Letter of the AgentsCredit Issuer or Canadian Letter of Credit Issuer; provided, however, that: (i) the aggregate amount of the Commitments of the assigning Bank subject to each such assignment to any Assignee other than another Bank (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 and in increments of $500,000; and (ii) that the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 11.1.1, together with the Note or Notes subject to such assignment and and, except in the event of a transfer pursuant to Section 11.3 or to another Lender, any Eligible Domestic Assignee or Eligible Canadian Assignee that acquires all or a substantial portion of the assets of a Lender or an Affiliate of a Lender, a processing and recordation fee of $500 3,500 payable to the Administrative Domestic Agent or the Canadian Agent, as the case may be, by the assigning Bank Lender (or as the Assigneeassigning Lender and the Assignee may otherwise agree between themselves). Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (Ai) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (Bii) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.4 and 9, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Agent or the Borrower Borrowers if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiary, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default existshas occurred and is continuing) the Borrower Borrowers (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Revolving Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Revolving Loan and Letter of Credit Exposure at the time owing to it and the Revolving Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that: (i) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 5,000,000 and in increments of $500,000; and1,000,000; (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 13.1.1, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 3,000 payable to the Administrative Agent by the assigning Bank Lender or the Assignee; and (iii) no Lender shall assign all or any portion of its Commitment to an Assignee that is not incorporated or organized under the laws of the United States of America or a state thereof. Upon acceptance and recording pursuant to Section 11.1.413.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the -92- 102 case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5, 3.6, 3.7, 3.8 and 11, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank may (i) without the consent of the Agents or the Borrower if the proposed assignee is already a Bank hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank is a Subsidiary, or (ii) otherwise with the consents of the Agents and (so long as no Event of Default exists) the Borrower (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents, including all or a portion, which need not be pro rata among the Loans and the Letter of Credit Exposure, of its Commitments, the portion of the Loans and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one of the Agents; provided, however, that:hereunder (i) the aggregate amount of the Commitments of the assigning Bank subject to each such assignment to any Assignee other than another Bank (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 and in increments of $500,000; and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") in the form satisfactory to the Administrative Agent and the Collateral Agent, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 payable to the Administrative Agent by the assigning Bank or the Assignee. Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank under this Agreement; and (B) the assigning Bank shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereof, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank may (i) without the consent of the Agents or the Borrower if the proposed assignee is already a Bank hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank is a Subsidiary, or (ii) otherwise with the consents of the Agents and (so long as no Event of Default exists) the Borrower (which consents will not be unreasonably withheld)Lender may, in compliance with applicable laws in connection with such assignment, but without the consent of the Company, assign to one or more commercial banks or other financial institutions Eligible Assignees (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not must be pro rata among between the Loans Revolving Loan and the Letter of Credit ExposureTerm Loan, of its CommitmentsCommitment, the portion portions of the Loans and Letter of Credit Exposure Loan at the time owing to it and the any Notes held by it, but excluding its rights and obligations as one of the Agents; provided, however, that: (i) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender, a Related Fund or an Affiliate of a Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 5,000,000 and in increments of $500,0001,000,000 (or, if less, the entire remaining amount of the assigning Lender's Commitment); and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 15.1.1, together with the Note or Notes subject to such assignment and and, except in the event of a transfer pursuant to Section 15.3, a processing and recordation fee of $500 2,500 payable to the Administrative Agent by the assigning Bank Lender (or as the Assigneeassigning Lender and the Assignee may otherwise agree between themselves). Upon acceptance and recording pursuant to Section 11.1.415.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.4 and 13, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Agent or the Borrower Borrowers if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary wholly owned subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiarysubsidiary, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default exists) the Borrower Parent (which consents will shall not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "“Assignee"”) all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among the Loans and the Letter of Credit Exposure, portion of its CommitmentsCommitment, its Percentage Interest in the portion aggregate principal amount of the Loans and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one of the Agents; provided, however, that: (i) the aggregate amount of the Commitments no such assignment shall be for less than $10,000,000 of the assigning Bank subject to each such assignment to any Assignee other Lender’s Commitment plus additional increments of no less than another Bank (determined as $1,000,000, and the remaining Commitment of the date the Assignment and Acceptance with respect assigning Lender after giving effect to such assignment is delivered to the Administrative Agent) shall be equal to zero or not less than $1,000,000 and in increments of $500,00010,000,000; and (ii) the parties to each such assignment shall will execute and deliver to the Administrative Agent an Assignment and Acceptance (the "“Assignment and Acceptance"”) substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 14.1.1, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 5,000 payable to the Administrative Agent by the assigning Bank Lender or the Assignee. Upon acceptance and recording pursuant to Section 11.1.414.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall will be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall will be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; , and (B) the assigning Bank shallLender will, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's Lender’s rights and obligations under this Agreement, such Bank shall Lender will cease to be a party hereto but shall will continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5 and 12, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may ----------------------------------- (ia) without the consent of the Agents Agent or the Borrower Borrowers if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary wholly owned subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiarysubsidiary, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default exists) the Borrower Parent (which consents will shall not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion -------- of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among the Loans and the Letter of Credit Exposure, portion of its CommitmentsCommitment, the portion of the Loans and Letter of Credit Exposure Loan at the time owing to it and the Notes held by it, but excluding its rights and obligations as one of the Agents; provided, however, that:: -------- ------- (i) the aggregate amount of the Commitments no such assignment shall be for less than $5,000,000 of the assigning Bank subject to each such assignment to any Assignee other than another Bank (determined as Lender's Commitment, and the remaining Commitment of the date the Assignment and Acceptance with respect assigning Lender after giving effect to such assignment is delivered to the Administrative Agent) shall not be not less than $1,000,000 and in increments of $500,0005,000,000; and (ii) the parties to each such assignment shall will execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 14.1.1, -------------- together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 3,500 payable to the Administrative Agent by the assigning Bank Lender or the Assignee. Upon acceptance and recording pursuant to Section 11.1.414.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall will be at least five (5) Banking Days after the execution thereof unless waived in writing by by. the Administrative Agent): (A) the Assignee shall will be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B) the assigning Bank shallLender will, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank shall Lender will cease to be a party hereto but shall will continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5 and 12, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Agent or the Borrower if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiary, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default existshas occurred and is continuing) the Borrower (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "AssigneeASSIGNEE") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; providedPROVIDED, howeverHOWEVER, that: (i) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 5,000,000 and in increments of $500,0001,000,000; and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof EXHIBIT 13.1.1, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 2,500 payable to the Administrative Agent by the assigning Bank Lender or the Assignee. Upon acceptance and recording pursuant to Section 11.1.413.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5 and 11, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank may (i) without the consent of the Agents Administrative Agent or the Borrower Borrowers if the proposed assignee is already a Bank hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank is a Subsidiary, or (ii) otherwise with the consents of the Agents Administrative Agent and (so long as no Event of Default exists) the Borrower Borrowers (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents, including all or a portion, which need not be pro rata among the Loans Convertible Loan advances and the Letter of Credit Exposure, of its Commitments, the portion of the Loans Convertible Loan advances and the Letter of Credit Exposure at the time owing to it and the Notes Convertible Note held by it, but excluding its rights and obligations as one of the AgentsAdministrative Agent; provided, however, that: (i) the aggregate amount of the Commitments of the assigning Bank subject to each such assignment to any Assignee other than another Bank (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 and in increments of $500,000; and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") in the form satisfactory to the Administrative Agent and the Collateral Agent, together with the Convertible Note or Notes subject to such assignment and a processing and recordation fee of $500 payable to the Administrative Agent by the assigning Bank or the Assigneeassignment. Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Business Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank under this Agreement; and (B) the assigning Bank shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereof, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Agent or the Borrower Company if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiary, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default exists) the Borrower Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that: (i) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 and in increments of $500,0005,000,000; and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 11.1.1, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 3,500 payable to the Administrative Agent by the assigning Bank Lender or the Assignee. Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5 and 9, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Agent or the Borrower Company if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary an Affiliate of the same corporate parent of which the assigning Bank is a SubsidiaryLender, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default exists) the Borrower Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions Eligible Assignees (each, an "“Assignee"”) all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that: (i) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment (A) to any Assignee other than another Bank Lender or (B) to any group of Assignees the members of which are Affiliates of one another and which does not include an existing Lender (determined in each case as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 and 5,000,000; provided, however, that in increments the case of an assignment to an Affiliate of the assigning Lender the amount assigned may be less than $500,0005,000,000; and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "“Assignment and Acceptance"”) substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 13.1.1, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 3,500 payable to the Administrative Agent by the assigning Bank or the AssigneeLender. Upon acceptance and recording pursuant to Section 11.1.413.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A1) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B2) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's Lender’s rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5, 3.6, 3.7, 3.8 and 11, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (i) without the consent of the Agents or the Borrower if the proposed assignee is already a Bank hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank is a Subsidiary, or (ii) otherwise with the consents of the Agents and (so long as no Event of Default exists) the Borrower (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, and shall if requested by the Borrower in accordance with Section 12.4, assign to one or more commercial banks or other financial institutions Eligible Assignees (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Revolving Loan and the Letter of Credit Exposure, on the one hand, and the Term Loan on the other hand of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the any Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that: (i) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee (other than another Bank Lender or Related Fund, or an Affiliate of a Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent)) shall (a) with respect to the Revolving Loan, be not less than $5,000,000 and in increments of $1,000,000 (or, if less, the entire remaining amount) of the assigning Lender's Commitment), but aggregating all contemporaneous assignments to Assignees that are Related Funds of each other and (b) with respect to the Term Loan, be not less than $1,000,000 and in increments of $500,0001,000,000 (or, if less, the entire remaining amount) of the assigning Lender's Commitment) but aggregating all contemporaneous assignments to Assignees that are Related Funds of each other; and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 12.1.1, together with the Note or Notes subject to such assignment assignment, and except in the event of a transfer pursuant to Sections 12.3 or 12.4 to another Lender, a Related Fund or any Eligible Assignee that acquires all or a substantial portion of the assets of a Lender or an Affiliate of a Lender, or a transfer by a Lender to any other Lender or Affiliate of any Lender (including Related Funds), a processing and recordation fee of $500 3,500 payable to the Administrative Agent by the assigning Bank Lender or the Assignee. Assignee (or as the assigning Lender and the Assignee may otherwise agree between themselves); provided, however, that only one such processing and recordation fee shall be required in connection with contemporaneous assignments from an assigning Lender to Assignees that are Related Funds of each other. (iii) Upon acceptance and recording pursuant to Section 11.1.412.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.7 and 10, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank may (i) without Lender may, with the written consent of the Company and the Managing Agents or in the Borrower if the proposed assignee is already case of assignments to a Bank hereunder or a Wholly Owned Subsidiary Person other than an Affiliate of the same corporate parent of which the assigning Bank is a Subsidiary, or (ii) otherwise with the consents of the Agents and (so long as no Event of Default exists) the Borrower such Lender (which consents consent will not be unreasonably withheldwithheld or delayed), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions assignees which are Qualified Institutional Buyers (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among the Loans and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans and Letter of Credit Exposure Loan at the time owing to it and the Notes held by it; PROVIDED, but excluding its rights and obligations as one of the Agents; provided, howeverHOWEVER, that: (ia) If less than the entire interests, rights and obligations of a Lender are assigned, the aggregate amount of the Commitments Commitment and the Loan of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be not less than $1,000,000 15,000,000 (except that each of the Managing Agent Institutions may assign to no more than two Assignees a portion of its Commitment and the Loan owing to it, in each case equal to $10,000,000) and in increments of $500,0001,000,000; (b) If less than the entire interests, rights and obligations of a Lender are assigned, after giving effect to such assignment, the portion of the Commitment retained by the assigning Lender shall not be less than 50% of its original Commitment; and (iic) the The parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 12.1.1A or 12. 1. 1B, as applicable, together with the Note or Notes subject to such assignment and a processing -49- 57 and recordation fee of $500 3,000; PROVIDED, HOWEVER, that no such processing and recordation fee shall be payable upon any such assignment effected pursuant to the Administrative Agent by the assigning Bank or the AssigneeSection 3.5.2(a). Upon acceptance and recording pursuant to Section 11.1.412.1.3, from and after the effective assignment date specified in each Assignment and Acceptance (which effective assignment date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agentthereof): (Ai) the The Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; and, (Bii) the The assigning Bank Lender shall, to the extent provided in such assignmentAssignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.5, 3.5, 3.6 and 10, as well as to any interest and fees accrued for its account hereunder and not yet paid), and (iii) Section 11.1 shall be deemed to be amended to give effect to the change in the Commitments and Percentage Interests contemplated by such Assignment and Acceptance.

Assignees and Assignment Procedures. Each Bank may (i) without the consent of the Agents or the Borrower if the proposed assignee is already a Bank hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank is a Subsidiary, or (ii) otherwise with the consents of the Agents and (so long as no Event of Default exists) the Borrower (which consents will not be unreasonably withheld)Lender may, in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions Eligible Assignees (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans 364-Day Revolving Loan and the Letter of Credit ExposureThree-Year Revolving Loan, of its CommitmentsCommitment, the portion of the Loans and Letter of Credit Exposure 364-Day Revolving Loan or the Three-Year Revolving Loan at the time owing to it and the any Revolving Notes held by it, but excluding its rights and obligations as one of the Agents; provided, however, that: (ia) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender, a Related Fund, any Eligible Assignee that acquires all or a substantial portion of the assets of a Lender or an Affiliate of a Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 5,000,000 and in increments of $500,0001,000,000 (or, if less, the entire remaining amount of the assigning Xxxxxx's Commitment); and (iib) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 11.1.1, together with the Note or Notes subject to such assignment and and, except in the event of a transfer pursuant to Sections 11.3 or 11.4 or to another Lender, a Related Fund, any Eligible Assignee that acquires all or a substantial portion of the assets of a Lender or an Affiliate of a Lender, a processing and recordation fee of $500 3,500 payable to the Administrative Agent by the assigning Bank Lender (or as the Assigneeassigning Lender and the Assignee may otherwise agree between themselves). Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (Ai) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (Bii) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.4, 3.5 and 9, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Administrative Agent or the Borrower Borrowers if the proposed assignee is already a Bank hereunder Lender hereunder, a Related Fund, Affiliate or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender or any other Lender is a Subsidiary, or (iib) otherwise with the consents of the Agents Administrative Agent and (so long as no Event of Default existshas occurred and is continuing) the Borrower Borrowers (which consents will not be unreasonably withheld), ) in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions or other entity reasonably acceptable to the Borrowers (each, an "AssigneeASSIGNEE") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among the Loans and the Letter of Credit Exposure, portion of its CommitmentsCommitment, the portion of the Loans and Letter of Credit Exposure Loan at the time owing to it and the Notes held by it; PROVIDED, but excluding its rights and obligations as one of the Agents; provided, howeverHOWEVER, that: (i) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank described in clause (b) above (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 5,000,000 and in increments of $500,0001,000,000 (or, if smaller, the entire Commitment of such assigning Lender); and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent (with a copy to the Documentation Agent) an Assignment and Acceptance (the "Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 12.1.1, together with the Note or Notes subject to such assignment and and, in the case of an assignment described in clause (b) above, a processing and recordation fee of $500 payable to the Administrative Agent by the assigning Bank or the Assignee3,000. Upon acceptance and recording pursuant to Section 11.1.412.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A1) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B2) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.4, 3.5, 3.6 and 10, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank may Lender may (ia) without the consent of the Agents Agent or the Borrower if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiary, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default existshas occurred and is continuing) the Borrower (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that: (i) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 2,500,000 and in increments of $500,0001,000,000; and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 13.1.1, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 2,500 payable to the Administrative Agent by the assigning Bank Lender or the Assignee. -98- 108 Upon acceptance and recording pursuant to Section 11.1.413.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5, 3.6, 3.7, 3.8 and 11, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Managing Agent or the Borrower Company if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiary, or (iib) otherwise with the consents of the Agents Managing Agent and (so long as no Event of Default exists) the Borrower Company (which -89- 97 consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that: (i) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Managing Agent) shall be not less than $1,000,000 5,000,000 and in increments of $500,0001,000,000; and (ii) the parties to each such assignment shall execute and deliver to the Administrative Managing Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 11.1.1, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 3,500 payable to the Administrative Managing Agent by the assigning Bank Lender or the Assignee. Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Managing Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5 and 9, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Agent or the Borrower Company if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiary, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default exists) the Borrower Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that: (i) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 10,000,000 and in increments of $500,0001,000,000 and after giving effect to such assignment, the Commitment, if any, of the assigning Lender shall be at least $10,000,000; and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 12.1.1, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 3,000 payable to the Administrative Agent by the assigning Bank Lender or the Assignee. Upon acceptance and recording pursuant to Section 11.1.412.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.7, 3.8, 3.9, 3.10 and 10, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Administrative Agent or the Borrower Company if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary an Affiliate or an Approved Fund of any Lender; provided that any assignment of any Revolving Commitment or Revolving Loan shall require the consent of the same corporate parent of which the assigning Bank is a SubsidiaryAdministrative Agent, or (iib) otherwise with the consents consent of the Agents Administrative Agent and (so long as (i) no Event of Default existsexists and (ii) such assignment is not made in connection with the primary syndication of the Credit Obligations) the Borrower Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks banks, mutual funds or other financial institutions (each, an "“Assignee"”) all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Revolving Loans, Term Loan and the Letter of Credit Exposure, of its Loans or Commitments, the portion of the Loans any Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that: (i) the aggregate amount of the Commitments and Loans of the assigning Bank Lender subject to each such assignment (A) to any Assignee other than another Bank Lender or (B) to any group of Assignees the members of which are Affiliates of one another and which does not include an existing Lender (determined in each case as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than in the case of (a) Revolving Commitments and Revolving Loans, $1,000,000 5,000,000 and (b) Term Commitments and Term Loans, $1,000,000; provided, however, that in increments the case of $500,000an assignment to an Affiliate or Approved Fund of the assigning Lender the amount assigned may be less than the minimum dollar amounts set forth in this clause (i); and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "“Assignment and Acceptance"”) substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 13.1.1, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 3,500 payable to the Administrative Agent by the Table of Contents essing and recordation fee of $3,500 payable to the Administrative Agent by the assigning Bank or the AssigneeLender. Upon acceptance and recording pursuant to Section 11.1.413.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent):), (A1) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B2) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's Lender’s rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5, 3.6, 3.7, 3.8 and 11, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Agent or the Borrower Company if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiary, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default exists) the Borrower Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that: (i) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 and in increments of $500,0005,000,000; and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 11.1.1, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 3,500 payable to the Administrative Agent by the assigning Bank Lender or the Assignee. Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank under this Agreement; and (B) the assigning Bank shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereof, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) ----------------------------------- without the consent of the Agents Agent or the Borrower Company if the proposed assignee is already a Bank hereunder Lender hereunder, a Related Fund or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender or any other Lender is a Subsidiary, or (iib) otherwise with the consents consent of the Agents and (Agent and, so long as no Event of Default exists) , with the Borrower consent of the Company (which consents will consent shall not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or banks, investment companies other financial institutions or mutual funds (each, an "Assignee") all or a portion of its interests, rights and -------- obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Revolving Loan, Term Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that:: -------- ------- (i) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender, a Related Fund or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Lender or any other Lender is a Subsidiary (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 5,000,000 and in increments of $500,0001,000,000 (or, if less, the entire remaining amount of the assigning Lender's Commitment); and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment ---------- and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 11.1.1, -------------- together with the Note or Notes subject to such assignment and and, except in the event of a transfer pursuant to Section 11.3, a processing and recordation fee of $500 3,000 payable to the Administrative Agent by the assigning Bank Lender or the Assignee. Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations (but not its accrued liabilities) under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5 and 9, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank may (i) without Lender may, with the written consent of the Agents or Company and the Borrower if Agent in the proposed assignee is already case of assignments to a Bank hereunder or a Wholly Owned Subsidiary Person other than an Affiliate of the same corporate parent of which the assigning Bank is a Subsidiary, or (ii) otherwise with the consents of the Agents and (so long as no Event of Default exists) the Borrower such Lender (which consents consent will not be unreasonably withheldwithheld or delayed), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions assignees which are Qualified Institutional Buyers (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among the Loans and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans and Letter of Credit Exposure Loan at the time owing to it and the Notes held by it, but excluding its rights and obligations as one of the Agents; provided, however, that: (ia) If less than the entire interests, rights and obligations of a Lender are assigned, the aggregate amount of the Commitments Commitment and the Loan of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be not less than $1,000,000 7,500,000 and in increments of $500,0001,000,000; (b) If less than the entire interests, rights and obligations of a Lender are assigned, after giving effect to such assignment, the portion of the Commitment retained by the assigning Lender shall not be less than 50% of its original Commitment; and (iic) the The parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") ), substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 12.1.1, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 3,000; provided, however, that no such processing and recordation fee shall be payable upon any such assignment effected pursuant to the Administrative Agent by the assigning Bank or the AssigneeSection 3.4.2(a). Upon acceptance and recording pursuant to Section 11.1.412.1.3, from and after the effective assignment date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent):Acceptance: (Ai) the The Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; , and (Bii) the The assigning Bank Lender shall, to the extent provided in such assignmentAssignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.4, 3.5 and 10, as well as to any interest and fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank may Lender may, with the consent of (a) the Administrative Agent and (b) so long as (i) without the consent no Event of the Agents or the Borrower if Default exists and (ii) the proposed assignee is not already a Bank Lender hereunder or a Wholly Owned Subsidiary an Affiliate or Approved Fund of any Lender hereunder, the same corporate parent of which the assigning Bank is a Subsidiary, or (ii) otherwise with the consents of the Agents and (so long as no Event of Default exists) the Borrower Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks banks, mutual funds or other financial institutions (each, an "“Assignee"”) all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Working Capital Loans and the Letter of Credit Exposure, of its Loans or Working Capital Commitments, the portion of the Loans any Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that: (i) the aggregate amount of the Working Capital Commitments and Loans of the assigning Bank Lender subject to each such assignment (A) to any Assignee other than another Bank Lender or (B) to any group of Assignees the members of which are Affiliates of one another and which does not include an existing Lender (determined in each case as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 and 5,000,000; provided, however, that in increments the case of $500,000an assignment to an Affiliate or Approved Fund of the assigning Lender the amount assigned may be less than the minimum dollar amounts set forth in this clause (i); and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "“Assignment and Acceptance"”) substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 13.1.1, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 3,500 payable to the Administrative Agent by the assigning Bank or the AssigneeLender. Upon acceptance and recording pursuant to Section 11.1.413.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent):), (A1) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B2) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's Lender’s rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5, 3.6, 3.7, 3.8 and 11, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank may (i) without the consent of the Agents Administrative Agent or the Borrower if the proposed assignee is already a Bank hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank is a Subsidiary, or (ii) otherwise with the consents of the Agents Administrative Agent and (so long as no Event of Default exists) the Borrower (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "“Assignee"”) all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents, including all or a portion, which need not be pro rata among the Loans and the Letter of Credit Exposure, of its Commitments, the portion of the Loans and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one of the AgentsAdministrative Agent; provided, however, that: (i) the aggregate amount of the Commitments of the assigning Bank subject to each such assignment to any Assignee other than another Bank (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 and in increments of $500,000; and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "“Assignment and Acceptance"”) in the form satisfactory to the Administrative Agent and the Collateral Agent, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 payable to the Administrative Agent by the assigning Bank or the Assignee. Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank under this Agreement; and (B) the assigning Bank shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's ’s rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereof, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank may (i) without the consent of the Agents or the Borrower if the proposed assignee is already a Bank hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank is a Subsidiary, or (ii) otherwise with the consents of the Agents and (so long as no Event of Default exists) the Borrower (which consents will not be unreasonably withheld)Lender may, in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions Eligible Assignees (each, an "AssigneeASSIGNEE") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans 364-Day Revolving Loan and the Letter of Credit ExposureThree-Year Revolving Loan, of its CommitmentsCommitment, the portion of the Loans and Letter of Credit Exposure 364-Day Revolving Loan or the Three-Year Revolving Loan at the time owing to it and the any Revolving Notes held by it, but excluding its rights and obligations as one of the Agents; provided, however, that: (ia) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender, a Related Fund, any Eligible Assignee that acquires all or a substantial portion of the assets of a Lender or an Affiliate of a Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 5,000,000 and in increments of $500,0001,000,000 (or, if less, the entire remaining amount of the assigning Xxxxxx's Commitment); and (iib) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 11.1.1, together with the Note or Notes subject to such assignment and and, except in the event of a transfer pursuant to Sections 11.3 or 11.4 or to another Lender, a Related Fund, any Eligible Assignee that acquires all or a substantial portion of the assets of a Lender or an Affiliate of a Lender, a processing and recordation fee of $500 3,500 payable to the Administrative Agent by the assigning Bank Lender (or as the Assigneeassigning Lender and the Assignee may otherwise agree between themselves). Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (Ai) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (Bii) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.4, 3.5 and 9, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) ----------------------------------- without the consent of the Agents Agent or the Borrower Company if the proposed assignee is already a Bank hereunder Lender hereunder, a Related Fund or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender or any other Lender is a Subsidiary, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default exists) the Borrower Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or banks, investment companies, other financial institutions or mutual funds in the business of making or purchasing loans similar to the Credit Obligations (each, an "Assignee") all or a portion of its interests, rights and obligations under -------- this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Revolving Loan, Canadian Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the any Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that:: -------- ------- (i) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender, a Related Fund or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Lender or any other Lender is a Subsidiary (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 2,500,000 and in increments of $500,0001,000,000 (or, if less, the entire remaining amount of the assigning Lender's Commitment); and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and -------------- Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 11.1.1, together ---------- with the Note or Notes subject to such assignment and and, except in the event of a transfer pursuant to Section 11.3, a processing and recordation fee of $500 3,000 payable to the Administrative Agent by the assigning Bank Lender (or as the Assigneeassigning Lender and the Assignee may otherwise agree between themselves). Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5 and 9, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) ----------------------------------- without the consent of the Agents Agent or the Borrower Company if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiary, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default exists) the Borrower Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions Eligible Assignees (each, an "Assignee") -------- all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that:: -------- ------- (i) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 5,000,000 and in increments of $500,0001,000,000; and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment ---------- and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 13.1.1, -------------- together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 3,000 payable to the Administrative Agent by the assigning Bank or the Assignee. Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent):Lender. (A1) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B2) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5, 3.6, 3.7, 3.8 and 11, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank may (i) without the consent of the Agents or the Borrower if the proposed assignee is already a Bank hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank is a Subsidiary, or (ii) otherwise with the consents of the Agents and (so long as no Event of Default exists) the Borrower (which consents will not be unreasonably withheld)Lender may, in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions Eligible Assignees (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among the Loans and the Letter of Credit Exposure, portion of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the any Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that: (i) the aggregate amount of the Commitments of the assigning Bank subject to each such assignment to any Assignee other than another Bank (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 and in increments of $500,000; and (ii) that the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 11.1.1, together with the Note or Notes subject to such assignment and and, except in the event of a transfer pursuant to Section 11.3 or to another Lender, any Eligible Assignee that acquires all or a substantial portion of the assets of a Lender or an Affiliate of a Lender, a processing and recordation fee of $500 3,500 payable to the Administrative Agent by the assigning Bank Lender (or as the Assigneeassigning Lender and the Assignee may otherwise agree between themselves). Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (Ai) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (Bii) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.4 and 9, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Agent or the Borrower Company if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender is a SubsidiarySubsidiary or a fund advised by the same advisor as the assigning lender, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default exists) the Borrower Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that: (i) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 5,000,000 and in increments of $500,0001,000,000 and after giving effect to such assignment, the Commitment of the assigning Lender shall be at least $5,000,000 (unless an assignment of a Lender's entire Commitment is made); and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 12.1.1, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 3,000 payable to the Administrative Agent by the assigning Bank Lender or the Assignee. Upon acceptance and recording pursuant to Section 11.1.412.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.7 and 10, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank may (i) without the consent of the Agents or the Borrower if the proposed assignee is already a Bank hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank is a Subsidiary, or (ii) otherwise with the consents of the Agents and (so long as no Event of Default exists) the Borrower (which consents will not be unreasonably withheld)Lender may, in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions Eligible Assignees (each, an "AssigneeASSIGNEE") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not must be pro rata among between the Loans Revolving Loan, the Acquisition Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion portions of the Loans Loan and Letter of Credit Exposure at the time owing to it and the any Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; providedPROVIDED, howeverHOWEVER, that: (i1) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender, a Related Fund or an Affiliate of a Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 5,000,000 and in increments of $500,0001,000,000 (or, if less, the entire remaining amount of the assigning Lender's Commitment); and (ii2) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 11.1.1, together with the Note or Notes subject to such assignment and and, except in the event of a transfer pursuant to Section 11.3, a processing and recordation fee of $500 2,500 payable to the Administrative Agent by the assigning Bank Lender (or as the Assigneeassigning Lender and the Assignee may otherwise agree between themselves). Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5 and 9, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Agent, any Issuing Bank, the Swing Line Lender or the Borrower Borrowers if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary wholly owned subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiarysubsidiary, or (iib) otherwise with the consents consent, not to be unreasonably withheld, of the Agents Agent, each Issuing Bank (to the extent such Issuing Bank is the issuer of a then outstanding Letter of Credit under which there is any undrawn availability or as to which any prior draw thereon has not been reimbursed to such Issuing Bank), (3) the Swing Line Lender and (so long as no 4) the Parent (provided that the Parent’s consent shall not be requested if a Default or Event of Default exists) the Borrower (which consents will not be unreasonably withheldhas occurred and is then continuing), in each case in compliance with applicable laws Applicable Laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "“Assignee"”) all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among the Loans and the Letter of Credit Exposure, portion of its CommitmentsCommitment, its Percentage Interest in the portion aggregate principal amount of the Loans and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one of the Agentsthen outstanding; provided, however, that: (i) the aggregate amount of the Commitments no such assignment shall be for less than $10,000,000 of the assigning Bank subject to each such assignment to any Assignee other Lender’s Commitment plus additional increments of no less than another Bank (determined as $1,000,000, and the remaining Commitment of the date the Assignment and Acceptance with respect assigning Lender after giving effect to such assignment is delivered to the Administrative Agent) shall be equal to zero or not less than $1,000,000 and in increments of $500,00010,000,000; and (ii) the parties to each such assignment shall will execute and deliver to the Administrative Agent an Assignment and Acceptance (the "“Assignment and Acceptance"”) substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 14.1.1, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 5,000 payable to the Administrative Agent by the assigning Bank Lender or the Assignee. Upon acceptance and recording pursuant to Section 11.1.414.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall will be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall will be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; , and (B) the assigning Bank shallLender will, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's Lender’s rights and obligations under this Agreement, such Bank shall Lender will cease to be a party hereto but shall will continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5 and 12, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Agent or the Borrower Company if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender is a Wholly Owned Subsidiary, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default existshas occurred and is continuing) the Borrower Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not shall be pro rata among between the Loans Revolving Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Revolving Loan, and the Letter of Credit Exposure at the time owing to it and the Revolving Notes held by it, it but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that: (ia) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender, a Related Fund, any Eligible Assignee that acquires all or a substantial portion of the assets of a Lender or an Affiliate of a Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 2,500,000 and in increments of $500,000500,000 (or, if less, the entire remaining amount of the assigning Lender's Commitment); and (iib) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 12.1.1, together with the Note or Notes subject to such assignment and and, except in the event of a transfer pursuant to Section 12.3 or to another Lender, a Related Fund, any Eligible Assignee that acquires all or a substantial portion of the assets of a Lender or an Affiliate of a Lender, a processing and recordation fee of $500 3,500 payable to the Administrative Agent by the assigning Bank Lender (or as the Assigneeassigning Lender and the Assignee may otherwise agree between themselves). Upon acceptance and recording pursuant to Section 11.1.412.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (Ai) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (Bii) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5, 3.6, 3.7, 3.8 and 10, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Agent or the Borrower Borrowers if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary wholly owned subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiarysubsidiary, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default exists) the Borrower Parent (which consents will shall not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "“Assignee"”) all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among the Loans and the Letter of Credit Exposure, portion of its CommitmentsCommitment, its Percentage Interest in the portion aggregate principal amount of the Loans and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one of the Agents; provided, however, that: (i) the aggregate amount of the Commitments no such assignment shall be for less than $3,000,000 of the assigning Bank subject to each such assignment to any Assignee other than another Bank (determined as Lender’s Commitment, and the remaining Commitment of the date the Assignment and Acceptance with respect assigning Lender after giving effect to such assignment is delivered to the Administrative Agent) shall not be not less than $1,000,000 and in increments of $500,0003,000,000; and (ii) the parties to each such assignment shall will execute and deliver to the Administrative Agent an Assignment and Acceptance (the "“Assignment and Acceptance"”) substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 14.1.1, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 3,500 payable to the Administrative Agent by the assigning Bank Lender or the Assignee. Upon acceptance and recording pursuant to Section 11.1.414.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall will be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall will be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; , and (B) the assigning Bank shallLender will, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's Lender’s rights and obligations under this Agreement, such Bank shall Lender will cease to be a party hereto but shall will continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5 and 12, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) ----------------------------------- without the consent of the Agents Agent or the Borrower if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiary, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default existshas occurred and is continuing) the Borrower (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its -------- interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that:: -------- ------- (i) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 5,000,000 and in increments of $500,0001,000,000; and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and -------------- Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 13.1.1, together ---------- -------------- with the Note or Notes subject to such assignment and a processing and recordation fee of $500 3,500 payable to the Administrative Agent by the assigning Bank Lender or the Assignee. Upon acceptance and recording pursuant to Section 11.1.413.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5 and 11, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Administrative Agent or the Borrower if the proposed assignee is already a Bank hereunder Lender hereunder, a Related Fund, Affiliate or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender or any other Lender is a Subsidiary, or (iib) otherwise with the consents of the Agents Administrative Agent and (so long as no Event of Default existshas occurred and is continuing) the Borrower (which consents will not be unreasonably withheld), ) in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions or other entity reasonably acceptable to the Borrower (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among the Loans and the Letter of Credit Exposure, portion of its CommitmentsCommitment, the portion of the Loans and Letter of Credit Exposure Loan at the time owing to it and the Notes held by it, but excluding its rights and obligations as one of the Agents; provided, however, that: (i) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank described in clause (b) above (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) Agents shall be 80 80 not less than $1,000,000 5,000,000 and in increments of $500,0001,000,000 (or, if smaller, the entire Commitment of such assigning Lender); and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 12.1.1, together with the Note or Notes subject to such assignment and and, in the case of an assignment described in clause (b) above, a processing and recordation fee of $500 payable to the Administrative Agent by the assigning Bank or the Assignee3,500. Upon acceptance and recording pursuant to Section 11.1.412.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A1) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B2) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.4, 3.5, 3.6 and 10, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank may (i) without the consent of the Agents Administrative Agent or the Borrower Borrowers if the proposed assignee is already a Bank hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank is a Subsidiary, or (ii) otherwise with the consents of the Agents Administrative Agent and (so long as no Event of Default exists) the Borrower Borrowers (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Documents, including all or a portion, which need not be pro rata among the Loans and the Letter of Credit Exposure, of its Commitments, the portion of the Loans and Letter of Credit Exposure at the time owing to it and the Notes Bank Note held by it, but excluding its rights and obligations as one of the AgentsAdministrative Agent; providedPROVIDED, howeverHOWEVER, that: (i) the aggregate amount of the Commitments of the assigning Bank subject to each such assignment to any Assignee other than another Bank (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 and in increments of $500,000; and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") in the form satisfactory to the Administrative Agent and the Collateral Agent, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 payable to the Administrative Agent by the assigning Bank or the Assigneeassignment. Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Business Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank under this Agreement; and (B) the assigning Bank shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereof, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Agent or the Borrower Company if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary an Affiliate of the same corporate parent of which the assigning Bank is a SubsidiaryLender, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default exists) the Borrower Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions Eligible Assignees (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that: (i) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment (A) to any Assignee other than another Bank Lender or (B) to any group of Assignees the members of which are Affiliates of one another and which does not include an existing Lender (determined in each case as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 and 5,000,000; provided, however, that in increments the case of an assignment to an Affiliate of the assigning Lender the amount assigned may be less than $500,0005,000,000; and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 13.1.1, together with the Note or Notes subject to such assignment and a processing and recordation fee of $500 3,500 payable to the Administrative Agent by the assigning Bank or the AssigneeLender. Upon acceptance and recording pursuant to Section 11.1.413.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A1) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B2) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an 104 assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5, 3.6, 3.7, 3.8 and 11, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) without the consent of the Agents Administrative Agent or the Borrower if the proposed assignee is already a Bank hereunder Lender hereunder, a Related Fund, Affiliate or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender or any other Lender is a Subsidiary, or (iib) otherwise with the consents of the Agents Administrative Agent and (so long as no Event of Default existshas occurred and is continuing) the Borrower (which consents will not be unreasonably withheld), ) in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions or other entity reasonably acceptable to the Borrower (each, an "“Assignee"”) all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among the Loans and the Letter of Credit Exposure, portion of its CommitmentsCommitment, the portion of the Loans and Letter of Credit Exposure Loan at the time owing to it and the Notes held by it, but excluding its rights and obligations as one of the Agents; provided, however, that: (i) the aggregate amount of the Commitments Commitment or Loan of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank described in clause (b) above (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) Agents shall be not less than (x) except in the case of any Term Loan or term Supplemental Facility, $1,000,000 5,000,000 and in increments of $1,000,000 and (y) in the case of any Term Loan or term Supplemental Facility, $2,000,000 and in increments of $500,000 (or, in each case, if smaller, the entire Commitment or Loans of such assigning Lender), provided that the amounts described above shall be aggregated in respect of each Lender and its Related Funds, if any (except that in no event shall any sub-allocation pursuant to this proviso be in an amount of less than $500,000); and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "“Assignment and Acceptance"”) substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 12.1.1, together with the Note or Notes subject to such assignment and and, in the case of an assignment described in clause (b) above, a processing and recordation fee of $500 3,500 (with only one such fee payable in the case of simultaneous assignments by or to the Administrative Agent by the assigning Bank or the Assigneea group of Related Funds). Upon acceptance and recording pursuant to Section 11.1.412.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A1) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B2) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Bank's Lender’s rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.4, 3.5, 3.6 and 10, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank Lender may (ia) ----------------------------------- without the consent of the Agents Agent or the Borrower Company if the proposed assignee is already a Bank Lender hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank Lender is a Subsidiary, or (iib) otherwise with the consents of the Agents Agent and (so long as no Event of Default exists) the Borrower Company (which consents will not be unreasonably withheld), in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions (each, an "Assignee") all or a portion of its interests, -------- rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that:: -------- ------- (i) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 5,000,000 and in increments of $500,0001,000,000; and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and -------------- Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 13.1.1, together ---------- with the Note or Notes subject to such assignment and a processing and recordation fee of $500 3,000 payable to the Administrative Agent by the assigning Bank or the AssigneeLender. Upon acceptance and recording pursuant to Section 11.1.413.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A1) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B2) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5, 3.6, 3.7, 3.8 and 11, as well as to any fees accrued for its account hereunder and not yet paid).

Assignees and Assignment Procedures. Each Bank may (i) without the consent of the Agents or the Borrower if the proposed assignee is already a Bank hereunder or a Wholly Owned Subsidiary of the same corporate parent of which the assigning Bank is a Subsidiary, or (ii) otherwise with the consents of the Agents and (so long as no Event of Default exists) the Borrower (which consents will not be unreasonably withheld)Lender may, in compliance with applicable laws in connection with such assignment, assign to one or more commercial banks or other financial institutions Eligible Assignees (each, an "Assignee") all or a portion of its interests, rights and obligations under this Agreement and the other Loan Credit Documents, including all or a portion, which need not be pro rata among between the Loans Revolving Loan and the Letter of Credit Exposure, of its CommitmentsCommitment, the portion of the Loans Loan and Letter of Credit Exposure at the time owing to it and the any Notes held by it, but excluding its rights and obligations as one a Letter of the AgentsCredit Issuer; provided, however, that: (i) the aggregate amount of the Commitments Commitment of the assigning Bank Lender subject to each such assignment to any Assignee other than another Bank Lender, a Related Fund or an Affiliate of a Lender (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be not less than $1,000,000 5,000,000 and in increments of $500,0001,000,000 (or, if less, the entire remaining amount of the assigning Lender's Commitment); and (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance (the "Assignment and Acceptance") substantially in the form satisfactory to the Administrative Agent and the Collateral Agentof Exhibit 11.1.1, together with the Note or Notes subject to such assignment and and, except in the event of a transfer pursuant to Section 11.3 or to another Lender, a Related Fund or an Affiliate of a Lender, a processing and recordation fee of $500 3,500 payable to the Administrative Agent by the assigning Bank Lender (or as the Assigneeassigning Lender and the Assignee may otherwise agree between themselves). 121 123 Upon acceptance and recording pursuant to Section 11.1.4, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five (5) Banking Days after the execution thereof unless waived in writing by the Administrative Agent): (A) the Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Bank Lender under this Agreement; Agreement and (B) the assigning Bank Lender shall, to the extent provided in such assignment, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning BankLender's rights and obligations under this Agreement, such Bank Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of the Applicable Rate provisions hereofSections 3.2.4, 3.5 and 9, as well as to any fees accrued for its account hereunder and not yet paid).