Common use of Assignments and Participation Clause in Contracts

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Lender may assign to any Person (the "Assignee") all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitment and the Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) the total amount of the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in substantially the form attached as Exhibit 13A ("Assignment and Acceptance"), together with any Note or Notes to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vi) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents and (vii) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documents, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documents, such Lender shall cease to be a party thereto).

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement Agreement, the Notes and the Security Documents (including including, without limitation, all or a portion of its Commitment Commitment, the Advances owing to it and the Note or Notes held by it) with the prior written consent of the Borrower to the extent the assignee thereunder is not then a Lender or an Affiliate of a Lender (which consent shall not be unreasonably withheld); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) to the total extent the assignee thereunder is not then a Lender or an Affiliate of a Lender, the amount of the Commitment (based on the original Commitment without giving effect or Note(s) to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) be held by the assigning Lender such assignee (after giving effect to any such assignment and any other assignments being made concurrently therewith to the same assignee by one or more other Lenders) shall equal or exceed in no event be less than $5,000,000, (iv) unless such assignment is of the assignment will not cause entire amount of the Borrower to incur any additional liability or expense assigning Lender's Commitment, and (viii) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance an Assignment and Acceptance recording in substantially the form attached as Exhibit 13A ("Assignment and Acceptance")Register, a Lender Assignment, together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent2,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (vix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiy) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto); provided, however, if an Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared all Advances to be immediately due and payable hereunder a Lender may assign all or a portion of its rights and obligations without the prior written consent of the Borrower but otherwise in accordance with this Section.

Assignments and Participation. (a) After Each Lender may, with the Effective Date and subject to the prior written consent of the Borrower, the Administrative Agent and the Issuing Banks (so long as no Default such consent not to be unreasonably withheld or Matured Default shall have occurred and be continuing) delayed and, in the case of the Borrower, which consent(s) shall not be unreasonably withheldrequired if an Event of Default has occurred and is continuing), each Lender and the Swing Line Lender may assign to any Person (the "Assignee") one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including without limitation, all or a portion of its Commitment Commitment, the Loans owing to it and the any Promissory Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) the total amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (based on determined as of the original date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the aggregate amount of such Lender's Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed $5,000,000be to an Eligible Assignee, and (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance an Assignment and Acceptance recording in substantially the form attached as Exhibit 13A ("Assignment and Acceptance")Register, a Lender Assignment, together with any Note or Promissory Notes subject to be exchanged in connection with such assignment and a processing and recordation fee (payable by the assigning Lender or such assignee) of $3,500 4,000; and provided further, however, that the consent of the Borrower, the Administrative Agent and the Issuing Banks shall not be required for any assignments by a Lender to the Agentany of its Affiliates or to any other Lender or any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the execution thereof (or such earlier date on which such Assignment and Acceptance is accepted by acceptable to the Administrative Agent), (viA) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiB) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an Eligible Assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto); provided, however, that the limitation set forth in clause (iii) above shall not apply if an Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared all Loans to be, or all Loans shall have automatically become, immediately due and payable hereunder. Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Loans owing to it to any Affiliate of such Lender. No such assignment, other than to an Eligible Assignee in accordance with this Section 11.07, shall release the assigning Lender from its obligations hereunder.

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including the Loan Documents, including, without limitation, all or a portion of its Commitment Commitment, the Advances owing to it and the Note or Notes held by itit (with the prior written consent of the Borrowers if the assignee thereunder is not then a Lender or an Affiliate of a Lender, which consent shall not be unreasonably withheld); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreementthe Loan Documents, (ii) if the total assignee thereunder is not then a Lender or an Affiliate of a Lender, the amount of the Commitment (based on the original Commitment without giving effect Commitment, Advance or Note being assigned pursuant to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed in no event be less than the lesser of the amount of the assigning Lender's Commitment and $5,000,00010,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (viii) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance and recording in the Register, an Assignment assignment and Acceptance acceptance in substantially the form attached as of Exhibit 13A 10.07 hereto (the "Assignment and AcceptanceLender Assignment"), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (vix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Loan Documents and (viiy) the Lender assignor thereunder shall be deemed shall, to the extent that rights and obligations under the Loan Documents have relinquished been assigned by it to an assignee pursuant to such Lender Assignment, relinquish its rights and to be released from its obligations under the Financing Documents, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Loan Documents, such Lender shall cease to be a party theretohereto); provided, however, if an Event of Default shall have occurred and be continuing a Lender may assign all or a portion of its rights and obligations without the prior written consent of the Borrowers but otherwise in accordance with this Section.

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Lender may assign to any Person (the "Assignee") one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the Loan Documents (including including, without limitation, all or a portion of its Commitment and the Notes held by Extensions of Credit owing to it); provided, however, that (i) the Borrower (unless a Default or an Event of Default shall have occurred and be continuing) shall have consented to such assignment (such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (iii) below, (ii) each such assignment shall be in a minimum amount of $5,000,000 (or, if less, the entire amount of such Lender’s Commitment) and be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) Agreement and the total amount of the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee Loan Documents and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance and recording in the Register (as defined in Section 10.09(c)), an Assignment and Acceptance in substantially the form attached as Exhibit 13A ("Assignment and Acceptance"), together with any Note or Notes to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to 3,500, payable by the Agentassigning Lender or the Eligible Assignee, as agreed upon by such parties. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vix) the Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiy) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Acceptance, relinquish its rights and 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 Lender's ’s rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto). Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Extensions of Credit owing to it to any Affiliate of such Lender. No such assignment referred to in the preceding sentence, other than to an Affiliate of such Lender consented to by the Borrower (such consent not to be unreasonably withheld or delayed), shall release the assigning Lender from its obligations hereunder. Nothing contained in this Section 10.09 shall be construed to relieve the Issuing Lender of any of its obligations under the Letters of Credit.

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including the Loan Documents, including, without limitation, all or a portion of its Commitment Commitment, the Advances owing to it and its participatory interest in Letters of Credit (with the prior written consent of the Borrower, the Fronting Bank and the Notes held by itAdministrative Agent if the assignee thereunder is not then a Lender or an Affiliate of a Lender, which consent shall not be unreasonably withheld); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreementthe Loan Documents, (ii) if the total assignee thereunder is not then a Lender or an Affiliate of a Lender, the amount of the Commitment, Advance or participatory interest in Letters of Credit being assigned pursuant to each such assignment shall in no event be less than the lesser of the amount of the assigning Lender's Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, and (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance and recording in the Register, an Assignment assignment and Acceptance acceptance in substantially the form attached as of Exhibit 13A 10.07 hereto (the "Assignment and AcceptanceLender Assignment"), together with any Note or Notes to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (vix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Loan Documents and (viiy) the Lender assignor thereunder shall be deemed shall, to the extent that rights and obligations under the Loan Documents have relinquished been assigned by it to an assignee pursuant to such Lender Assignment, relinquish its rights and to be released from its obligations under the Financing Documents, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Loan Documents (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Loan Documents, such Lender shall cease to be a party theretoto the Loan Documents); provided, however, if an Event of Default shall have occurred and be continuing a Lender may assign all or a portion of its rights and obligations without the prior written consent of the Borrower but otherwise in accordance with this Section.

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Lender Each Bank may assign to any Person (the "Assignee") one or more banks, financial institutions or other entities all or a portion of its rights and obligations under this Agreement Agreement, the other Credit Documents and the Related Documents (including including, without limitation, all or a portion of its Commitment and the Notes held by Tender Advances and demand loans owing to it); provided, however, that (i) the Company (unless an Event of Default shall have occurred and be continuing) and the Fronting Bank shall have consented to such assignment (which consent, in the case of the Company, shall not be unreasonably withheld or delayed and, in the case of the Fronting Bank, shall be in its sole and absolute discretion) by signing the Assignment and Acceptance referred to in clause (iii) below, (ii) each such assignment shall be in a minimum amount of $5,000,000 and be of a constant, and not a varying, percentage of all of the assigning Lender's Bank’s rights and obligations under this Agreement, (ii) the total amount of other Credit Documents and the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee Related Documents and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance and recording in the Register (as defined in Section 9.09(c)), an Assignment and Acceptance in substantially the form attached as Exhibit 13A ("Assignment and Acceptance"), together with any Note or Notes to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to 3,500, payable by the Agentassigning Bank or the assignee, as agreed upon by such parties. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents Bank hereunder and (viiy) the Lender Bank assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Acceptance, relinquish its rights and 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 Lender's Bank’s rights and obligations under the Financing Documentsthis Agreement, such Lender Bank shall cease to be a party theretohereto). Notwithstanding anything to the contrary contained in this Agreement, any Bank may at any time assign all or any portion of the demand loans owing to it to any affiliate of such Bank. No such assignment referred to in the preceding sentence, other than to an affiliate of such Bank consented to by the Company (such consent not to be unreasonably withheld or delayed), shall release the assigning Bank from its obligations hereunder. Nothing contained in this Section 9.09 shall be construed to relieve the Fronting Bank of any of its obligations under the Letter of Credit.

Assignments and Participation. (a) After the Effective Restatement Date and (except in the case of an assignment by a Lender or the Swing Line Lender to one or more of its affiliates) subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Lender may assign to any Person (the "“Assignee"”) all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitment and the Notes and/or Swing Line Note held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) the total amount of the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in substantially the form attached as Exhibit 13A ("“Assignment and Acceptance"”), together with any Note or Notes to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vi) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents and (vii) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documents, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under the Financing Documents, such Lender shall cease to be a party thereto).

Assignments and Participation. (a) After the Effective Closing Date (and, (Y) provided that no Default or Matured Default has occurred and is continuing, subject to the prior written consent of Borrower (other than with respect to a Lender, an affiliate of a Lender or an Approved Fund), such consent not to be unreasonably withheld (with the understanding that the Borrower shall be deemed to have consented to any assignment that it has not rejected in writing within five (5) Business Days after having received notice thereof from the Agent), and (Z) if the Eligible Assignee is not a Lender, an affiliate of a Lender or an Approved Fund, subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrowereach Issuer, which consent(s) shall such consent not to be unreasonably withheld, ) each Lender and the Swing Line Lender may assign to any Person an Eligible Assignee (the "“Assignee"”) all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitment Commitments and the Notes held by it); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it, the total amount of the Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates Affiliates taken as a whole shall equal or exceed Five Million Dollars ($5,000,000), (iii) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it, the remaining Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) held by the assigning Lender and its affiliates after giving effect to any such assignment shall equal or exceed Five Million Dollars ($5,000,000), (iv) the assignment will shall not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in substantially the form attached as Exhibit 13A Schedule B ("“Assignment and Acceptance"”), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee -61- of Five Thousand Dollars ($3,500 to the Agent5,000). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vi) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents Agreements and (vii) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing DocumentsAgreements, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under the Financing DocumentsAgreements, such Lender shall cease to be a party thereto).

Assignments and Participation. (a) After the Effective Closing Date (and, provided that no Default has occurred and is continuing, subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall such consent not to be unreasonably withheld, withheld or delayed) each Lender and the Swing Line Lender may assign to any Person (the "“Assignee"”) all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitment Commitments and the Notes held by it); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) the total amount of the Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed the lesser of the total amount of the Commitment or Commitments held by the assigning Lender or $5,000,000, (iii) the remaining Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) held by the assigning Lender and its affiliates after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will shall not be made to Borrower, an Affiliate or a guarantor of any of the Liabilities and shall not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in substantially the form attached as Exhibit 13A Schedule B ("“Assignment and Acceptance"”), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vi) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents Agreements and (vii) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing DocumentsAgreements, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under the Financing DocumentsAgreements, such Lender shall cease to be a party thereto).

Assignments and Participation. (a) After the Effective Date and subject to Upon the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall such consent not to be unreasonably withheldwithheld or delayed (it being understood that, -50- 57 without limitation, withholding of such consent to be deemed reasonable if such assignment is to a Non-U.S. Lender and would subject Borrower to any United States Federal withholding tax as a result thereof or if such assignment would, at the time thereof, cause additional expense to Borrower under Sections 2.10(a) or 2.10(b)), each Lender and the Swing Line Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) the total amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (based on determined as of the original Commitment without giving effect date of the Assignment and Acceptance with respect to any repayments or prepaymentssuch assignment) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed in no event be less than $5,000,0001,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed $5,000,000be to an Eligible Assignee, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in substantially the form attached as Exhibit 13A ("Assignment and Acceptance"), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 2,500, (v) no Assignment and Acceptance shall result in any increased cost to Borrower and (vi) the AgentAgent shall, after giving effect to each Assignment and Acceptance, be owed not less than 50% of the aggregate unpaid principal amounts of the Advances then outstanding, or if no Advances are outstanding, then the Agent shall, after giving effect to each Assignment and Acceptance, have a Commitment not less than 50% of the aggregate Commitments of all of the Lenders. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least 10 Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (vix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiy) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Acceptance, relinquish its rights and be released from its further obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto).

Assignments and Participation. (a) After the Effective Closing Date (and, provided that no Default or Matured Default has occurred and is continuing, subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall such consent not to be unreasonably withheld, ) each Lender and the Swing Line Lender may assign to any Person an Eligible Assignee (the "“Assignee"”) all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitment Commitments and the Notes held by it); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) the total amount of the Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates Affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) held by the assigning Lender and its affiliates after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will shall not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in substantially the form attached as Exhibit 13A Schedule B ("“Assignment and Acceptance"”), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent5,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vi) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents Agreements and (vii) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing DocumentsAgreements, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under the Financing DocumentsAgreements, such Lender shall cease to be a party thereto).

Assignments and Participation. (a) After Each Lender may, with the Effective Date and subject to the prior written consent of the Borrower and the Administrative Agent and (so long as no Default such consent not to be unreasonably withheld or Matured Default shall have occurred and be continuing) delayed and, in the case of the Borrower, which consent(s) shall not be unreasonably withheldrequired if an Event of Default has occurred and is continuing), each Lender and the Swing Line Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including without limitation, all or a portion of its Commitment Commitment, the Loans owing to it and the any Promissory Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) the total amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (based on determined as of the original date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender's Commitment without giving effect to any repayments or prepayments) so assigned to and $2,500,000 and shall be an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed integral multiple of $5,000,0001,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed $5,000,000be to an Eligible Assignee, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance an Assignment and Acceptance recording in substantially the form attached as Exhibit 13A ("Assignment and Acceptance")Register, a Lender Assignment, together with any Note or Promissory Notes subject to be exchanged in connection with such assignment assignment, an Administrative Questionnaire and a processing and recordation fee of $3,500 and (v) after giving effect to such assignment, the Agentamount of the Commitment of the assigning Lender shall be not less than $2,500,000 or such lesser amount as may be agreed to by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower; and provided further, however, that the consent of the Borrower and the Administrative Agent shall not be required for any assignments by a Lender to any of its Affiliates or to any other Lender or any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (viA) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiB) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an Eligible Assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto); provided, however, that the limitation set forth in clause (iv), above, shall not apply if an Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared all Loans to be, or all Loans shall have automatically become, immediately due and payable hereunder. The Administrative Agent agrees to give prompt notice to the Lenders and the Borrower of any assignment or participation of its rights and obligations as a Bank hereunder. Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Loans owing to it to any Affiliate of such Lender. The assigning Lender shall promptly notify the Borrower of any such assignment. No such assignment, other than to an Eligible Assignee, shall release the assigning Lender from its obligations hereunder.

Assignments and Participation. (a) After Each Lender may, with the Effective Date and subject to the prior written consent of the Borrower and the Administrative Agent and (so long as no Default such consent not to be unreasonably withheld or Matured Default shall have occurred and be continuing) delayed and, in the case of the Borrower, which consent(s) shall not be unreasonably withheldrequired if an Event of Default has occurred and is continuing), each Lender and the Swing Line Lender may assign to any Person (the "Assignee") one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including without limitation, all or a portion of its Commitment the Loans owing to it and the any Promissory Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) the total amount of the Commitment Loans of the assigning Lender being assigned pursuant to each such assignment (based on determined as of the original Commitment without giving effect date of the Lender Assignment with respect to any repayments or prepaymentssuch assignment) so assigned to an Assignee or to an Assignee shall in no event be less than the lesser of the aggregate amount of such Lender’s Loans and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed $5,000,000be to an Eligible Assignee, and (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance an Assignment and Acceptance recording in substantially the form attached as Exhibit 13A ("Assignment and Acceptance")Register, a Lender Assignment, together with any Note or Promissory Notes subject to be exchanged in connection with such assignment and a processing and recordation fee (payable by the assigning Lender or such assignee) of $3,500 3,500; and provided further, however, that the consent of the Borrower and the Administrative Agent shall not be required for any assignments by a Lender to the Agentany of its Affiliates or to any other Lender or any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the execution thereof (or such earlier date on which such Assignment and Acceptance is accepted by acceptable to the Administrative Agent), (viA) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiB) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an Eligible Assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto); provided, however, that the limitation set forth in clause (iii) above shall not apply if an Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared any Loans to be, or any Loans shall have automatically become, immediately due and payable hereunder. Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Loans owing to it to any Affiliate of such Lender. No such assignment, other than to an Eligible Assignee in accordance with this Section 12.07, shall release the assigning Lender from its obligations hereunder.

Assignments and Participation. (a) After Each Lender may, with the Effective Date and subject to the prior written consent of the Borrowers, the Administrative Agent and the Issuing Banks (so long as no Default such consent not to be unreasonably withheld or Matured Default shall have occurred and be continuing) delayed and, in the Borrowercase of the Borrowers, which consent(s) shall not be unreasonably withheldrequired if an Event of Default has occurred and is continuing), each Lender and the Swing Line Lender may assign to any Person (the "Assignee") one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including without limitation, all or a portion of its Commitment Commitment, the Loans owing to it and the any Promissory Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) the total amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (based on determined as of the original date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the aggregate amount of such Lender’s Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed $5,000,000be to an Eligible Assignee, and (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance an Assignment and Acceptance recording in substantially the form attached as Exhibit 13A ("Assignment and Acceptance")Register, a Lender Assignment, together with any Note or Promissory Notes subject to be exchanged in connection with such assignment and a processing and recordation fee (payable by the assigning Lender or such assignee) of $3,500 3,500; and provided further, however, that the consent of the Borrowers and the Administrative Agent shall not be required for any assignments by a Lender to the Agentany of its Affiliates or to any other Lender or any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the execution thereof (or such earlier date on which such Assignment and Acceptance is accepted by acceptable to the Administrative Agent), (viA) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiB) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an Eligible Assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto); provided, however, that the limitation set forth in clause (iii) above shall not apply if an Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared any Loans to be, or any Loans shall have automatically become, immediately due and payable hereunder. Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Loans owing to it to any Affiliate of such Lender. No such assignment, other than to an Eligible Assignee in accordance with this Section 12.07, shall release the assigning Lender from its obligations hereunder.

Assignments and Participation. (a) After first obtaining the Effective Date and subject to the prior written consent approvals of the Administrative Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) approvals will not be unreasonably withheld (provided that the approval of the Borrower shall not be unreasonably withheldrequired as long as any Event of Default shall exist), each Lender and the Swing Line Lender may assign to any Person (the "Assignee") one or more banks or financial institutions all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment and the Notes held by Loans owing to it)) and other Loan Documents; provided, however, that (i) each such -------- ------- assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this AgreementAgreement and other Loan Documents, and the assignment shall cover the same percentage of such Lender's Commitment and Loans, (ii) unless the total Administrative Agent and Borrower otherwise consent, the aggregate amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (based on determined as of the original Commitment without giving effect date of the Assignment and Assumption with respect to any repayments or prepaymentssuch assignment) so assigned to shall in no event be less than Ten Million Dollars ($10,000,000.00) and shall be an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed integral multiple of One Hundred Thousand Dollars ($5,000,000100,000.00), (iii) the remaining Commitment (based on the original Commitment without after giving effect to any repayments or prepayments) held such assignment, the aggregate amount of the Commitment, if any, retained by the assigning Lender after giving effect to any such assignment shall equal or exceed in no event be less than Ten Million Dollars ($5,000,00010,000,000.00), (iv) unless consented to by Borrower or unless an Event of Default shall have occurred, so long as PNC is the assignment will Administrative Agent, PNC shall retain not cause less than thirty-three and one-third percent (33 1/3%) of the Borrower to incur any additional liability or expense and Loans, (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance approval and acceptance, an Assignment and Acceptance Assumption, and (vi) the Administrative Agent shall receive from the assignee a processing fee of Three Thousand Dollars ($3,000.00). Without restricting the right of Borrower or the Administrative Agent to reasonably object to any bank or financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank or financial institution which (A) has (or, in substantially the form attached as Exhibit 13A case of a bank which is a subsidiary, such bank's parent has) a rating of its senior unsecured debt obligations of not less than Baa-2 by Moody's or a comparable rating by a rating agency acceptable to the Administrative Agent and ("Assignment and Acceptance"B) has total assets in excess of Ten Billion Dollars ($10,000,000,000), . Unless the Administrative Agent or Borrower gives written notice to the assigning Lender that it objects to the proposed assignment (together with any Note a written explanation of the reasons behind such objection) within ten (10) Business Days following receipt of the assigning Lender's written request for approval of the proposed assignment, the Administrative Agent or Notes Borrower, as the case may be, shall be deemed to be exchanged in connection with have approved such assignment and a processing and recordation fee of $3,500 to the Agentassignment. Upon such execution, delivery, acceptance approval and recordingacceptance, from and after upon the effective date specified in each the applicable Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the AgentAssumption, (vi1) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender under the Financing Documents hereunder, and (vii2) the assigning Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (andAssumption, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's relinquish its rights and be released from its obligations under the Financing Documents, such Lender shall cease to be a party thereto)this Agreement.

Assignments and Participation. (ac) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Lender may assign to any Person (the "Assignee") one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the Loan Documents (including including, without limitation, all or a portion of its Commitment and the Notes held by Extensions of Credit owing to it); provided, however, that (i) the Borrower (unless a Default or an Event of Default shall have occurred and be continuing) shall have consented to such assignment (such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (iii) below, (ii) each such assignment shall be in a minimum amount of $5,000,000 (or, if less, the entire amount of such Lender’s Commitment) and be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) Agreement and the total amount of the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee Loan Documents and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance and recording in the Register (as defined in Section 9.09(c)), an Assignment and Acceptance in substantially the form attached as Exhibit 13A ("Assignment and Acceptance"), together with any Note or Notes to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to 3,500, payable by the Agentassigning Lender or the Eligible Assignee, as agreed upon by such parties. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vix) the Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiy) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Acceptance, relinquish its rights and 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 Lender's ’s rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto). Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Extensions of Credit owing to it to any Affiliate of such Lender. No such assignment referred to in the preceding sentence, other than to an Affiliate of such Lender consented to by the Borrower (such consent not to be unreasonably withheld or delayed), shall release the assigning Lender from its obligations hereunder. Nothing contained in this Section 9.09 shall be construed to relieve the Issuing Lender of any of its obligations under the Letters of Credit.

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Lender Each Bank may assign to any Person (the "Assignee") one or more banks, financial institutions or other entities all or a portion of its rights and obligations under this Agreement and the Related Documents (including including, without limitation, all or a portion of its Commitment and the Notes held by Tender Advances and Demand Loans owing to it); provided, however, that (i) the Obligors (unless an Event of Default shall have occurred and be continuing) and the Fronting Bank shall have consented to such assignment (such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (iii) below, (ii) each such assignment shall be in a minimum amount of $5,000,000 and be of a constant, and not a varying, percentage of all of the assigning LenderBank's rights and obligations under this Agreement, (ii) Agreement and the total amount of the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee Related Documents and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance and recording in the Register (as defined in Section 9.09(c)), an Assignment and Acceptance in substantially the form attached as Exhibit 13A ("Assignment and Acceptance"), together with any Note or Notes to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to 3,500, payable by the Agentassigning Bank or the assignee, as agreed upon by such parties. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents Bank hereunder and (viiy) the Lender Bank assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Acceptance, relinquish its rights and 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 LenderBank's rights and obligations under the Financing Documentsthis Agreement, such Lender Bank shall cease to be a party theretohereto). Notwithstanding anything to the contrary contained in this Agreement, any Bank may at any time assign all or any portion of the Demand Loans owing to it to any Affiliate of such Bank. No such assignment referred to in the preceding sentence, other than to an Affiliate of such Bank consented to by the Obligors (such consent not to be unreasonably withheld or delayed), shall release the assigning Bank from its obligations hereunder. Nothing contained in this Section 9.09 shall be construed to relieve the Fronting Bank of any of its obligations under the Letters of Credit.

Assignments and Participation. (a) After the Effective Closing Date (and, provided that no Default or Matured Default has occurred and is continuing, subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall such consent not to be unreasonably withheld, ) each Lender and the Swing Line Lender may assign to any Person an Eligible Assignee (the "“Assignee"”) all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitment Commitments and the Notes held by it); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) the total amount of the Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates Affiliates taken as a whole shall equal or exceed $5,000,0002,200,000, (iii) the remaining Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) held by the assigning Lender and its affiliates after giving effect to any such assignment shall equal or exceed $5,000,0002,200,000, (iv) the assignment will shall not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in substantially the form attached as Exhibit 13A Schedule B ("“Assignment and Acceptance"”), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent5,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vi) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents Agreements and (vii) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing DocumentsAgreements, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under the Financing DocumentsAgreements, such Lender shall cease to be a party thereto).

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line a)Each Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including Agreement, including, without limitation, all or a portion of its Commitment Commitment, the Advances owing to it and the Note or Notes held by itit (with the prior written consent of the Borrowers if the assignee thereunder is not then a Lender or an Affiliate of a Lender, which consent shall not be unreasonably withheld); providedPROVIDED, howeverHOWEVER, that (i) each i)each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) ii)if the total assignee thereunder is not then a Lender or an Affiliate of a Lender, the amount of the Commitment (based on the original Commitment without giving effect Commitment, Advance or Note being assigned pursuant to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed in no event be less than the lesser of the amount of the assigning Lender's Commitment and $5,000,00010,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the iii)the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance and recording in the Register, an Assignment assignment and Acceptance acceptance in substantially the form attached as of Exhibit 13A 10.07 hereto ("Assignment and Acceptance"the 'LENDER ASSIGNMENT'), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (vix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiy) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto); PROVIDED, HOWEVER, if an Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared all Advances to be immediately due and payable hereunder a Lender may assign all or a portion of its rights and obligations without the prior written consent of the Borrowers but otherwise in accordance with this Section.

Assignments and Participation. (aqqq) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including the Loan Documents, including, without limitation, all or a portion of its Commitment Commitment, the Advances owing to it, and the Note or Notes held by itit (with the prior written consent of the Borrower and the Administrative Agent if the assignee thereunder is not then a Lender or an Affiliate of a Lender, which consent shall not be unreasonably withheld); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreementthe Loan Documents, (ii) if the total assignee thereunder is not then a Lender or an Affiliate of a Lender, the amount of the Commitment, Advance or Note being assigned pursuant to each such assignment shall in no event be less than the lesser of the amount of the assigning Lender's Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, and (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance and recording in the Register, an Assignment assignment and Acceptance acceptance in substantially the form attached as of Exhibit 13A 10.07 hereto (the "Assignment and AcceptanceLender Assignment"), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (vix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Loan Documents and (viiy) the Lender assignor thereunder shall be deemed shall, to the extent that rights and obligations under the Loan Documents have relinquished been assigned by it to an assignee pursuant to such Lender Assignment, relinquish its rights and to be released from its obligations under the Financing Documents, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Loan Documents (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Loan Documents, such Lender shall cease to be a party theretoto the Loan Documents); provided, however, if an Event of Default shall have occurred and be continuing a Lender may assign all or a portion of its rights and obligations without the prior written consent of the Borrower but otherwise in accordance with this Section.

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement Agreement, the Notes and the Security Documents (including including, without limitation, all or a portion of its Commitment Commitment, the Advances owing to it and the Note or Notes held by it) with the prior written consent of the Borrower to the extent the assignee thereunder is not then a Lender or an Affiliate of a Lender (which consent shall not be unreasonably withheld); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) to the total extent the assignee thereunder is not then a Lender or an Affiliate of a Lender, the amount of the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by Note of the assigning Lender after giving effect being assigned pursuant to any each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall equal or exceed in no event be less than the lesser of the amount of such Lender's Commitment and $5,000,0003,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (viii) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance an Assignment and Acceptance recording in substantially the form attached as Exhibit 13A ("Assignment and Acceptance")Register, a Lender Assignment, together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent2,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (vix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiy) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto); provided, however, if an Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared all Advances to be immediately due and payable hereunder a Lender may assign all or a portion of its rights and obligations without the prior written consent of the Borrower but otherwise in accordance with this Section.

Assignments and Participation. (a) After the Effective Closing Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall such consent not to be unreasonably withheld, each Lender and the Swing Line Lender may assign to any Person (the "“Assignee"”) all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitment and the Notes held by it); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) the total amount of the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,0002,500,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in substantially the form attached as Exhibit 13A ("“Assignment and Acceptance"”), together with any Note or Notes to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vi) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents and (vii) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documents, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under the Financing Documents, such Lender shall cease to be a party thereto).

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line a)Each Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including Agreement, including, without limitation, all or a portion of its Commitment Commitment, the Advances owing to it and the Note or Notes held by itit (with the prior written consent of the Borrowers if the assignee thereunder is not then a Lender or an Affiliate of a Lender, which consent shall not be unreasonably withheld); provided, however, that (i) each i)each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) ii)if the total assignee thereunder is not then a Lender or an Affiliate of a Lender, the amount of the Commitment (based on the original Commitment without giving effect Commitment, Advance or Note being assigned pursuant to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed in no event be less than the lesser of the amount of the assigning Lender's Commitment and $5,000,00010,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the iii)the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance and recording in the Register, an Assignment assignment and Acceptance acceptance in substantially the form attached as of Exhibit 13A 10.07 hereto (the "Assignment and AcceptanceLender Assignment"), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (vix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiy) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto); provided, however, if an Event of Default shall have occurred and be continuing a Lender may assign all or a portion of its rights and obligations without the prior written consent of the Borrowers but otherwise in accordance with this Section.

Assignments and Participation. (a) After the Effective Closing Date (and, (Y) provided that no Default or Matured Default has occurred and is continuing, subject to the prior written consent of Borrower, such consent not to be unreasonably withheld (with the understanding that the Borrower shall be deemed to have consented to any assignment that it has not rejected in writing within five (5) Business Days after having received notice thereof from the Agent), and (Z) if the Eligible Assignee is not a Lender, an affiliate of a Lender or an Approved Fund, subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrowereach Issuer, which consent(s) shall such consent not to be unreasonably withheld, ) each Lender and the Swing Line Lender may assign to any Person an Eligible Assignee (the "“Assignee"”) all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitment Commitments and the Notes held by it); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it, the total amount of the Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates Affiliates taken as a whole shall equal or exceed $5,000,000, (iii) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it, the remaining Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) held by the assigning Lender and its affiliates after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will shall not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in substantially the form attached as Exhibit 13A Schedule B ("“Assignment and Acceptance"”), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent5,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vi) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents Agreements and (vii) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing DocumentsAgreements, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under the Financing DocumentsAgreements, such Lender shall cease to be a party thereto).

Assignments and Participation. (a) After the Effective Closing Date (and, provided that no Default has occurred and is continuing, subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall such consent not to be unreasonably withheld, ) each Lender and the Swing Line Lender may assign to any Person, other than a Person that is, or has any affiliate that is, in the same line of business as Borrower, (the "“Assignee"”) all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitment Commitments and the Notes held by it); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) the total amount of the Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates Affiliates taken as a whole shall equal or exceed the lesser of the total amount of the Commitment or Commitments held by the assigning Lender or $5,000,00010,000,000, (iii) the remaining Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) held by the assigning Lender and its Affiliates after giving effect to any such assignment shall equal or exceed $5,000,00010,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in substantially the form attached as Exhibit 13A Schedule B ("“Assignment and Acceptance"”), together with any Note or Notes May 27, 2004 subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 (which fee shall not be passed on to the AgentBorrower). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vi) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents Agreements and (vii) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing DocumentsAgreements, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under the Financing DocumentsAgreements, such Lender shall cease to be a party thereto).

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including the Loan Documents, including, without limitation, all or a portion of its Commitment Commitment, the Advances owing to it and the Note or Notes held by itit (with the prior written consent of the Borrower if the assignee thereunder is not then a Lender or an Affiliate of a Lender, which consent shall not be unreasonably withheld or delayed if such an assignee is an Eligible Assignee); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and 84 obligations under this Agreementthe Loan Documents, if the assignee thereunder is not then a Lender or an Affiliate of a Lender, the amount of the Commitment, Advance or Note being assigned pursuant to each such assignment shall in no event be less than the lesser of (i) the amount of the assigning Lender's Commitment, and (ii) the total amount $10,000,000 and integral multiples of the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee $5,000,000 in excess thereof, and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance and recording in the Register, an Assignment assignment and Acceptance acceptance in substantially the form attached as of Exhibit 13A 12.7 hereto (the "Assignment and AcceptanceLENDER ASSIGNMENT"), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Lender Assignment and Acceptance(which date shall not be prior to the acceptance (if required) by the Borrower of such Lender), which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (vix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Loan Documents and (viiy) the Lender assignor thereunder shall be deemed shall, to the extent that rights and obligations under the Loan Documents have relinquished been assigned by it to an assignee pursuant to such Lender Assignment, relinquish its rights and to be released from its obligations under the Financing Documents, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Loan Documents, such Lender shall cease to be a party theretohereto); provided, however, (i) if an Event of Default shall have occurred and be continuing a Lender may assign all or a portion of its rights and obligations without the prior written consent of the Borrower but otherwise in accordance with this Section and (ii) any Designated Lender may assign all or a portion of its Competitive Advance to the applicable Designating Lender without the consent of the Borrower or the Administrative Agent. Notwithstanding anything to the contrary set forth above, a Designated Lender may not assign its Competitive Advance to any Person other than to its Designating Lender.

Assignments and Participation. (a) After Each Lender may, with the Effective Date and subject to the prior written consent of the Borrower, each Issuing Bank and the Administrative Agent and (so long as no Default such consent not to be unreasonably withheld or Matured Default shall have occurred and be continuing) delayed and, in the case of the Borrower, which consent(s) shall not be unreasonably withheldrequired if an Event of Default has occurred and is continuing), each Lender and the Swing Line Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including without limitation, all or a portion of its Commitment Commitment, the Loans owing to it and the any Promissory Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) the total amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (based on determined as of the original date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender's Commitment without giving effect to any repayments or prepayments) so assigned to and $5,000,000 and shall be an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed integral multiple of $5,000,0001,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed $5,000,000be to an Eligible Assignee, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance an Assignment and Acceptance recording in substantially the form attached as Exhibit 13A ("Assignment and Acceptance")Register, a Lender Assignment, together with any Note or Promissory Notes subject to be exchanged in connection with such assignment assignment, an Administrative Questionnaire and a processing and recordation fee of $3,500 and (v) after giving effect to such assignment, the Agentamount of the Commitment of the assigning Lender shall be not less than $5,000,000 or such lesser amount as may be agreed to by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower; and provided further, however, that the consent of the Borrower, each Issuing Bank and the Administrative Agent shall not be required for any assignments by a Lender to any of its Affiliates or to any other Lender or any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (viA) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiB) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an Eligible Assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto).; provided, however, that the limitation set forth in clause (iv), above, shall not apply if an Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared all Loans to be, or all Loans shall have automatically become, immediately due and payable hereunder. The Administrative Agent agrees to give prompt notice to the Lenders and the Borrower of any assignment or participation of its rights and obligations as a Bank hereunder. Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Loans owing to it to any Affiliate of such Lender. The assigning Lender shall promptly notify the

Assignments and Participation. (a) After Each Lender may, with the Effective Date and subject to the prior written consent of the Borrowers, the Administrative Agent and the Issuing Banks (so long as no Default such consent not to be unreasonably withheld or Matured Default shall have occurred and be continuing) delayed and, in the Borrowercase of the Borrowers, which consent(s) shall not be unreasonably withheldrequired if an Event of Default has occurred and is continuing), each Lender and the Swing Line Lender may assign to any Person (the "Assignee") one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including without limitation, all or a portion of its Commitment Commitment, the Loans owing to it and the any Promissory Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) the total amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (based on determined as of the original date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the aggregate amount of such Lender's Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed $5,000,000be to an Eligible Assignee, and (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance an Assignment and Acceptance recording in substantially the form attached as Exhibit 13A ("Assignment and Acceptance")Register, a Lender Assignment, together with any Note or Promissory Notes subject to be exchanged in connection with such assignment and a processing and recordation fee (payable by the assigning Lender or such assignee) of $3,500 3,500; and provided further, however, that the consent of the Borrowers and the Administrative Agent shall not be required for any assignments by a Lender to the Agentany of its Affiliates or to any other Lender or any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the execution thereof (or such earlier date on which such Assignment and Acceptance is accepted by acceptable to the Administrative Agent), (viA) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiB) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an Eligible Assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto); provided, however, that the limitation set forth in clause (iii) above shall not apply if an Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared any Loans to be, or any Loans shall have automatically become, immediately due and payable hereunder. Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Loans owing to it to any Affiliate of such Lender. No such assignment, other than to an Eligible Assignee in accordance with this Section 12.07, shall release the assigning Lender from its obligations hereunder.

Assignments and Participation. (a) After the Effective Closing Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Lender may assign to any Person (the "“Assignee"”) all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitment Commitments and the Notes held by it); provided, provided however, that (i) so long as no Default or Matured Default has occurred and is continuing, the Borrower shall have provided its prior written consent, which consent shall not be unreasonably withheld, (ii) the Agent shall have provided its prior written consent, which consent shall not be unreasonably withheld, (iii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (iiiv) the total amount of the Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed the lesser of the total amount of the Commitment or Commitments held by the assigning Lender or $5,000,000, (iiiv) the remaining Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) held by the assigning Lender and its affiliates after giving effect to any such assignment shall equal or exceed $5,000,000, (ivvi) the assignment will not cause the Borrower to incur any additional liability or expense and (vvii) the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in substantially the form attached as Exhibit 13A Schedule C ("“Assignment and Acceptance"”), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vix) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents Agreements and (viiy) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing DocumentsAgreements, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under the Financing DocumentsAgreements, such Lender shall cease to be a party thereto).

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including the Loan Documents, including, without limitation, all or a portion of its Commitment Commitment, the Advances owing to it and the Note or Notes held by itit (with the prior written consent of the Borrower if the assignee thereunder is not then a Lender or an Affiliate of a Lender, which consent shall not be unreasonably withheld); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreementthe Loan Documents, and (ii) the total amount of the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance and recording in the Register, an Assignment assignment and Acceptance acceptance in substantially the form attached as of Exhibit 13A 10.07 hereto (the "Assignment and AcceptanceLender Assignment"), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent3,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (vix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Loan Documents and (viiy) the Lender assignor thereunder shall be deemed shall, to the extent that rights and obligations under the Loan Documents have relinquished been assigned by it to an assignee pursuant to such Lender Assignment, relinquish its rights and to be released from its obligations under the Financing Documents, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Loan Documents, such Lender shall cease to be a party theretohereto); provided, however, if an Event of Default shall have occurred and be continuing a Lender may assign all or a portion of its rights and obligations without the prior written consent of the Borrower but otherwise in accordance with this Section.

Assignments and Participation. (a) After Each Lender may, with the Effective Date and subject to the prior written consent of the Borrower and the Administrative Agent and (so long as no Default such consent not to be unreasonably withheld or Matured Default shall have occurred and be continuing) delayed and, in the case of the Borrower, which consent(s) shall not be unreasonably withheldrequired if an Event of Default has occurred and is continuing), each Lender and the Swing Line Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including without limitation, all or a portion of its Commitment Commitment, the Loans owing to it and the any Promissory Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) the total amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (based on determined as of the original date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender's Commitment without giving effect to any repayments or prepayments) so assigned to and $5,000,000 and shall be an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed integral multiple of $5,000,0001,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed $5,000,000be to an Eligible Assignee, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance an Assignment and Acceptance recording in substantially the form attached as Exhibit 13A ("Assignment and Acceptance")Register, a Lender Assignment, together with any Note or Promissory Notes subject to be exchanged in connection with such assignment assignment, an Administrative Questionnaire and a processing and recordation fee of $3,500 and (v) after giving effect to such assignment, the Agentamount of the Commitment of the assigning Lender shall be not less than $5,000,000 or such lesser amount as may be agreed to by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower; and provided further, however, that the consent of the Borrower and the Administrative Agent shall not be required for any assignments by a Lender to any of its Affiliates or to any other Lender or any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (viA) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiB) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an Eligible Assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto); provided, however, that the limitation set forth in clause (iv), above, shall not apply if an Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared all Loans to be, or all Loans shall have automatically become, immediately due and payable hereunder. The Administrative Agent agrees to give prompt notice to the Lenders and the Borrower of any assignment or participation of its rights and obligations as a Bank hereunder. Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Loans owing to it to any Affiliate of such Lender. The assigning Lender shall promptly notify the Borrower of any such assignment. No such assignment, other than to an Eligible Assignee, shall release the assigning Lender from its obligations hereunder.

Assignments and Participation. (a) After Each Lender may, with the Effective Date and subject to the prior written consent of the Borrower, the Administrative Agent and the Issuing Bank (so long as no Default such consent not to be unreasonably withheld or Matured Default shall have occurred and be continuing) delayed and, in the case of the Borrower, which consent(s) shall not be unreasonably withheldrequired if an Event of Default has occurred and is continuing), each Lender and the Swing Line Lender may assign to any Person (the "Assignee") one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement and the other Loan DC1 - 221047.18 Documents (including without limitation, all or a portion of its Commitment Commitment, the Loans owing to it and the any Promissory Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) the total amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (based on determined as of the original date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the aggregate amount of such Lender's Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,0005,000,000 and increments of $1,000,000 in excess thereof, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed $5,000,000be to an Eligible Assignee, and (iv) the assignment will not cause parties (other than the Borrower to incur any additional liability or expense and (vBorrower) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance an Assignment and Acceptance recording in substantially the form attached as Exhibit 13A ("Assignment and Acceptance")Register, a Lender Assignment, together with any Note or Promissory Notes subject to be exchanged in connection with such assignment and a processing and recordation fee (payable by the assigning Lender or such assignee) of $3,500 4,000; and provided further, however, that the consent of the Borrower, the Administrative Agent and the Issuing Bank shall not be required for any assignments by a Lender to the Agentany of its Affiliates or to any other Lender or any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the execution thereof (or such earlier date on which such Assignment and Acceptance is accepted by acceptable to the Administrative Agent), (viA) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiB) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an Eligible Assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto); provided, however, that the limitation set forth in clause (iii) above shall not apply if an Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared all Loans to be, or all Loans shall have automatically become, immediately due and payable hereunder. Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Loans owing to it to any Affiliate of such Lender. No such assignment, other than to an Eligible Assignee in accordance with this Section 11.07, shall release the assigning Lender from its obligations hereunder.

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement the Loan Documents (including including, without limitation, all or a portion of its Commitment Commitment, the Advances owing to it and the Note or Notes held by it) with the prior written consent of the Borrower to the extent the assignee thereunder is not then a Lender or an Affiliate of a Lender (which consent shall not be unreasonably withheld); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) to the total extent the assignee thereunder is not then a Lender or an Affiliate of a Lender, the amount of the Commitment (based on the original Commitment without giving effect or Note(s) to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) be held by the assigning Lender such assignee (after giving effect to any such assignment and any other assignments being made concurrently therewith to the same assignee by one or more other Lenders) shall equal or exceed in no event be less than $5,000,000, (iv) unless such assignment is of the assignment will not cause entire amount of the Borrower to incur any additional liability or expense assigning Lender's Commitment, and (viii) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance an Assignment and Acceptance recording in substantially the form attached as Exhibit 13A ("Assignment and Acceptance")Register, a Lender Assignment, together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent2,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (vix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiy) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto); provided, however, if an Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared all Advances to be immediately due and payable hereunder a Lender may assign all or a portion of its rights and obligations without the prior written consent of the Borrower but otherwise in accordance with this Section.

Assignments and Participation. (a) After Each Lender may, with the Effective Date and subject to the prior written consent of the Borrower, each Issuing Bank, and the Administrative Agent and (so long as no Default such consent not to be unreasonably withheld or Matured Default shall have occurred and be continuing) delayed and, in the case of the Borrower, which consent(s) shall not be unreasonably withheldrequired if an Event of Default has occurred and is continuing), each Lender and the Swing Line Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including without limitation, all or a portion of its Commitment Commitment, the Loans owing to it and the any Promissory Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) the total amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (based on determined as of the original date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender's Commitment without giving effect to any repayments or prepayments) so assigned to and $5,000,000 and shall be an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed integral multiple of $5,000,0001,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed $5,000,000be to an Eligible Assignee, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance an Assignment and Acceptance recording in substantially the form attached as Exhibit 13A ("Assignment and Acceptance")Register, a Lender Assignment, together with any Note or Promissory Notes subject to be exchanged in connection with such assignment assignment, an Administrative Questionnaire and a processing and recordation fee of $3,500 and (v) after giving effect to such assignment, the Agentamount of the Commitment of the assigning Lender shall be not less than $5,000,000 or such lesser amount as may be agreed to by the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower; and provided further, however, that the consent of the Borrower, each Issuing Bank and the Administrative Agent shall not be required for any assignments by a Lender to any of its Affiliates or to any other Lender or any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (viA) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender 72 Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiB) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an Eligible Assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto); provided, however, that the limitation set forth in clause (iv), above, shall not apply if an Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared all Loans to be, or all Loans shall have automatically become, immediately due and payable hereunder. The Administrative Agent agrees to give prompt notice to the Lenders and the Borrower of any assignment or participation of its rights and obligations as a Bank hereunder. Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Loans owing to it to any Affiliate of such Lender. The assigning Lender shall promptly notify the Borrower of any such assignment. No such assignment, other than to an Eligible Assignee, shall release the assigning Lender from its obligations hereunder.

Assignments and Participation. (a) After Each Lender may, with the Effective Date and subject to the prior written consent of the Agent and Borrower (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall such consent not to be unreasonably withheldwithheld or delayed), each Lender and the Swing Line Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including including, without limitation, all or a portion of its Commitment Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) the total amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (based on determined as of the original date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender's Commitment without giving effect to any repayments or prepayments) so assigned to and $10,000,000 and shall be an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed integral multiple of $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed $5,000,000be to an Eligible Assignee, and (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Documentation Agent (with a copy to the Operational Agent), for its acceptance an Assignment and Acceptance recording in substantially the form attached as Exhibit 13A ("Assignment and Acceptance")Register, a Lender Assignment, together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 2,500; and provided further, however, that the consent of the Borrower shall not be required for any assignments by a Lender to the Agentany of its Affiliates or to any other Lender or any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (viA) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiB) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an Eligible Assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto); provided, however, that the limitation set forth in clause (iii), above, shall not apply if an Event of Default shall have occurred and be continuing and the Co-Agents shall have declared all Advances to be immediately due and payable hereunder. The Documentation Agent agrees to give prompt notice to the Lenders and the Borrower of any assignment or participation of its rights and obligations as a Bank hereunder. Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Advances owing to it to any Affiliate of such Lender. The assigning Lender shall promptly notify the Borrower of any such assignment. No such assignment, other than to an Eligible Assignee, shall release the assigning Lender from its obligations hereunder.

Assignments and Participation. (a) After Each Lender may, with the Effective Date and subject to the prior written consent of the Borrowers, the Administrative Agent and the Issuing Banks (so long as no Default such consent not to be unreasonably withheld or Matured Default shall have occurred and be continuing) delayed and, in the Borrowercase of the Borrowers, which consent(s) shall not be unreasonably withheldrequired if an Event of Default has occurred and is continuing), each Lender and the Swing Line Lender may assign to any Person (the "Assignee") one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including without limitation, all or a portion of its Commitment Commitment, the Loans owing to it and the any Promissory Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) the total amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (based on determined as of the original date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the aggregate amount of such Lender’s Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed $5,000,000be to an Eligible Assignee, (iv) in connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment will not cause shall make such additional payments to the Borrower Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, to incur each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, any additional liability Issuing Bank or expense any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all participations in Letters of Credit in accordance with its Percentage, and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance an Assignment and Acceptance recording in substantially the form attached as Exhibit 13A ("Assignment and Acceptance")Register, a Lender Assignment, together with any Note or Promissory Notes subject to be exchanged in connection with such assignment and a processing and recordation fee (payable by the assigning Lender or such assignee) of $3,500 3,500; and provided further, however, that the consent of the Borrowers and the Administrative Agent shall not be required for any assignments by a Lender to the Agentany of its Affiliates or to any other Lender or any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the execution thereof (or such earlier date on which such Assignment and Acceptance is accepted by acceptable to the Administrative Agent), (viA) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiB) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an Eligible Assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto); provided, however, that the limitation set forth in clause (iii) above shall not apply if an Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared any Loans to be, or any Loans shall have automatically become, immediately due and payable hereunder. Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Loans owing to it to any Affiliate of such Lender, provided, that such Affiliate is not a Defaulting Lender or a Subsidiary of a Defaulting Lender. No such assignment, other than to an Eligible Assignee in accordance with this Section 12.07, shall release the assigning Lender from its obligations hereunder. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Assignments and Participation. (a) After Each Lender may, with the Effective Date and subject to the prior written consent of the Borrower, the Administrative Agent and the Issuing Bank (so long as no Default such consent not to be unreasonably withheld or Matured Default shall have occurred and be continuing) delayed and, in the case of the Borrower, which consent(s) shall not be unreasonably withheldrequired if an Event of Default has occurred and is continuing), each Lender and the Swing Line Lender may assign to any Person (the "Assignee") one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including without limitation, all or a portion of its Commitment Commitment, the Loans owing to it and the any Promissory Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) the total amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (based on determined as of the original date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the aggregate amount of such Lender’s Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed $5,000,000be to an Eligible Assignee, and (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance an Assignment and Acceptance recording in substantially the form attached as Exhibit 13A ("Assignment and Acceptance")Register, a Lender Assignment, together with any Note or Promissory Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 4,000; and provided further, however, that the consent of the Borrower and the Administrative Agent shall not be required for any assignments by a Lender to the Agentany of its Affiliates or to any other Lender or any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (viA) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiB) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an Eligible Assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto); provided, however, that the limitation set forth in clause (iii), above, shall not apply if an Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared all Loans to be, or all Loans shall have automatically become, immediately due and payable hereunder. Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Loans owing to it to any Affiliate of such Lender. No such assignment, other than to an Eligible Assignee in accordance with this Section 10.07, shall release the assigning Lender from its obligations hereunder.

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including the Loan Documents, including, without limitation, all or a portion of its Commitment and the Notes held by itAdvances owing to it (with the prior written consent of the Borrowers and the Administrative Agent if the assignee thereunder is not then a Lender or an Affiliate of a Lender, which consent shall not be unreasonably withheld); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreementthe Loan Documents, (ii) if the total assignee thereunder is not then a Lender or an Affiliate of a Lender, the amount of the Commitment (based on or Advance being assigned pursuant to each such assignment shall in no event be less than the original lesser of the amount of the assigning Lender's Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, and (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance and recording in the Register, an Assignment assignment and Acceptance acceptance in substantially the form attached as of Exhibit 13A 10.07 hereto (the "Assignment and AcceptanceLender Assignment"), together with any Note or Notes to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (vix) the Assignee assignee thereunder shall be a party hereto and to the Collateral Agency Agreement and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Loan Documents and (viiy) the Lender assignor thereunder shall be deemed shall, to the extent that rights and obligations under the Loan Documents have relinquished been assigned by it to an assignee pursuant to such Lender Assignment, relinquish its rights and to be released from its obligations under the Financing Documents, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Loan Documents (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Loan Documents, such Lender shall cease to be a party theretoto the Loan Documents); provided, however, if an Event of Default shall have occurred and be continuing a Lender may assign all or a portion of its rights and obligations without the prior written consent of the Borrowers but otherwise in accordance with this Section.

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default The Lender shall have occurred the unrestricted right at any time or from time to time, and be continuing) without the BorrowerCompany's or any Subsidiary Guarantor's consent, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Lender may to assign to any Person (the "Assignee") all or a any portion of its rights and obligations under this Agreement hereunder to one or more Lenders or other financial institutions (each, a "Purchasing Lender"), and the Company and each Subsidiary Guarantor agrees that it shall execute, or cause to be executed, such documents, including without limitation, all amendments to this Agreement and to any other Loan Documents executed in connection herewith as the Lender shall deem necessary to effect the foregoing. In addition, at the request of the Lender and any such Purchasing Lender, the Company shall issue one or a portion more new promissory notes, as applicable, to any such Purchasing Lender and, if the Lender has retained any of its Commitment rights and obligations hereunder following such assignment, to the Lender, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the Notes held by it); provided, however, that (i) each the Lender prior to such assignment and shall be of a constant, and not a varying, percentage of all of reflect the assigning Lender's rights and obligations under this Agreement, (ii) the total amount of the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee respective Commitments and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) Loans held by such Purchasing Lender and the assigning Lender after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any such assignment shall equal or exceed $5,000,000, (iv) other documentation required by the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in substantially the form attached as Exhibit 13A ("Assignment and Acceptance"), together with any Note or Notes to be exchanged Lender in connection with such assignment assignment, and a processing and recordation fee the payment by Purchasing Lender of $3,500 the purchase price agreed to the Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the AgentLender, (vi) the Assignee thereunder and such Purchasing Lender, such Purchasing Lender shall be a party hereto and, to the extent that rights this Agreement and obligations hereunder shall have been assigned to it pursuant to such Assignment and Acceptance, have all of the rights and obligations of a Lender under the Financing Documents and (vii) the Lender assignor thereunder shall be deemed hereunder (and under any and all other Loan Documents in connection herewith) to have relinquished its the extent that such rights and obligations have been assigned by the Lender pursuant to the assignment documentation between the Lender and such Purchasing Lender, and the Lender shall be released from its obligations under the Financing Documents, hereunder and thereunder to the extent (and only to the a corresponding extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documents, such Lender shall cease to be a party thereto).

Assignments and Participation. (a) After the Effective Date and subject to With the prior written consent approval of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the BorrowerAgent, which consent(s) approval shall not be withheld unreasonably withheld, each Lender and the Swing Line Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment Commitment, the portion of the Loan owing to it and the Note or Notes held by it); providedPROVIDED, howeverHOWEVER, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) unless the total Borrowers shall otherwise agree with the assigning Lender, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (based on determined as of the original date of the Assignment and Acceptance with respect to such assignment) that is not to a then existing Lender hereunder, shall in no event be less than One Million Dollars ($1,000,000) or such lesser amount as shall constitute all of such assigning Lender's Commitment without giving effect and the outstanding principal of Notes payable to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000it, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed $5,000,000be to an Eligible Assignee, and (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in substantially the form attached as Exhibit 13A ("Assignment and Acceptance"), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 3,000. Any assignment or purported assignment not in compliance with this Section shall be void and of no effect. Without regard to any of the other terms of this Agreement or of any other agreement, any Lender may assign, as collateral or otherwise, any of its rights (including, without limitation, rights to payments of principal and/or interest on the Notes) under this Agreement to any Federal Reserve Bank of the United States without notice to or consent of the Borrowers, the Guarantor, the Agent or any other Person. In case of any assignment pursuant to this Section 7.10(a), the assignee shall not be entitled to receive the portion (if any) of any amount otherwise payable under Section 2.06 or 2.08 hereof which, on the date of the transfer exceeds the amount which would have been payable under Section 2.06 or 2.08 (as the case may be) to the assignor with respect to the rights and obligation so assigned. In the case of a transfer of any Note from the accounting records of the office of a Lender where such Note was originally recorded to the accounting records of any other office of such Lender, or a change in the location of the Paying Office from that designated as of the Closing Date, such Lender or the Agent, as the case may be, shall not be entitled to receive the portion (if any) of any amount otherwise payable under Section 2.06 or 2.08 hereof which exceeds the amount which, on the date of the transfer would have been payable under Section 2.06 or 2.08 (as the case may be) to such Lender or the Agent, as the case may be, if such transfer or change had not been made. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be and delivery of the date on which such Assignment tax forms and Acceptance is accepted by the Agentother documents referred to in Section 2.08 hereof, (vix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAcceptance and subject to the foregoing, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiy) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Acceptance, relinquish its rights and 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 Lender's rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto).

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Lender may assign to any Person (the "Assignee") one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the Loan Documents (including including, without limitation, all or a portion of its Commitment and the Notes held by itCommitment); provided, however, that (i) the Borrower (unless a Default or an Event of Default shall have occurred and be continuing) shall have consented to such assignment (such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (iii) below, (ii) each such assignment shall be in a minimum amount of $5,000,000 (or, if less, the entire amount of such Lender’s Commitment) and be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) Agreement and the total amount of the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee Loan Documents and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance and recording in the Register (as defined in Section 10.09(c)), an Assignment and Acceptance in substantially the form attached as Exhibit 13A ("Assignment and Acceptance"), together with any Note or Notes to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to 3,500, payable by the Agentassigning Lender or the Eligible Assignee, as agreed upon by such parties. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vix) the Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiy) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Acceptance, relinquish its rights and 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 Lender's ’s rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto). Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Obligations owing to it to any Affiliate of such Lender. No such assignment referred to in the preceding sentence, other than to an Affiliate of such Lender consented to by the Borrower (such consent not to be unreasonably withheld or delayed), shall release the assigning Lender from its obligations hereunder. Nothing contained in this Section 10.09 shall be construed to relieve the Issuing Lender of any of its obligations under the Letter of Credit.

Assignments and Participation. (a) After the Effective Closing Date (and, provided that no Default has occurred and is continuing, subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall such consent not to be unreasonably withheld, ) each Lender and the Swing Line Lender may assign to any Person (the "“Assignee"”) all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitment Commitments and the Notes held by it); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) the total amount of the Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates Affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) held by the assigning Lender and its affiliates after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will shall not be made to Borrower, an Affiliate or a Guarantor of any of the Liabilities and shall not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in substantially the form attached as Exhibit 13A Schedule B ("“Assignment and Acceptance"”), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent5,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vi) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents Agreements and (vii) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing DocumentsAgreements, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under the Financing DocumentsAgreements, such Lender shall cease to be a party thereto).

Assignments and Participation. (a) After Each Lender may, with the Effective Date and subject to the prior written consent of the Borrower and the Administrative Agent and (so long as no Default such consent not to be unreasonably withheld or Matured Default shall have occurred and be continuing) delayed and, in the case of the Borrower, which consent(s) shall not be unreasonably withheldrequired if an Event of Default has occurred and is continuing), each Lender and the Swing Line Lender may assign to any Person (the "Assignee") one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including without limitation, all or a portion of its Commitment Commitment, the Loans owing to it and the any Promissory Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) the total amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (based on determined as of the original date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the aggregate amount of such Lender's Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,0005,000,000 and increments of $1,000,000 in excess thereof, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed $5,000,000be to an Eligible Assignee, and (iv) the assignment will not cause parties (other than the Borrower to incur any additional liability or expense and (vBorrower) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance an Assignment and Acceptance recording in substantially the form attached as Exhibit 13A ("Assignment and Acceptance")Register, a Lender Assignment, together with any Note or Promissory Notes subject to be exchanged in connection with such assignment and a processing and recordation fee (payable by the assigning Lender or such assignee) of $3,500 4,000; and provided further, however, that the consent of the Borrower and the Administrative Agent shall not be required for any assignments by a Lender to the Agentany of its Affiliates or to any other Lender or any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the execution thereof (or such earlier date on which such Assignment and Acceptance is accepted by acceptable to the Administrative Agent), (viA) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiB) the assigning Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an Eligible Assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations NY3 - 402471.08 under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto); provided, however, that the limitation set forth in clause (iii) above shall not apply if an Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared all Loans to be, or all Loans shall have automatically become, immediately due and payable hereunder. Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Loans owing to it to any Affiliate of such Lender. No such assignment, other than to an Eligible Assignee in accordance with this Section 11.07, shall release the assigning Lender from its obligations hereunder.

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including the Loan Documents, including, without limitation, all or a portion of its Commitment and Commitment, the Advances owing to it, the Note or Notes held by itit and its participatory interest in Letters of Credit (with the prior written consent of the Borrower, the Fronting Bank and the Administrative Agent if the assignee thereunder is not then a Lender or an Affiliate of a Lender, which consent shall not be unreasonably withheld); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreementthe Loan Documents, (ii) if the total assignee thereunder is not then a Lender or an Affiliate of a Lender, the amount of the Commitment, Advance, Note or participatory interest in Letters of Credit being assigned pursuant to each such assignment shall in no event be less than the lesser of the amount of the assigning Lender's Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, and (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance and recording in the Register, an Assignment assignment and Acceptance acceptance in substantially the form attached as of Exhibit 13A 10.07 hereto (the "Assignment and AcceptanceLender Assignment"), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (vix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Loan Documents and (viiy) the Lender assignor thereunder shall be deemed shall, to the extent that rights and obligations under the Loan Documents have relinquished been assigned by it to an assignee pursuant to such Lender Assignment, relinquish its rights and to be released from its obligations under the Financing Documents, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Loan Documents (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Loan Documents, such Lender shall cease to be a party theretoto the Loan Documents); provided, however, if an Event of Default shall have occurred and be continuing a Lender may assign all or a portion of its rights and obligations without the prior written consent of the Borrower but otherwise in accordance with this Section.

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Lender may assign to any Person (the "Assignee") one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the Loan Documents (including including, without limitation, all or a portion of its Commitment and the Notes held by Extensions of Credit owing to it); provided, however, that (i) the Borrower (unless a Default or an Event of Default shall have occurred and be continuing) shall have consented to such assignment (such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (iii) below, (ii) each such assignment shall be in a minimum amount of $5,000,000 (or, if less, the entire amount of such Lender’s Commitment) and be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) Agreement and the total amount of the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee Loan Documents and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance and recording in the Register (as defined in Section 9.09(c)), an Assignment and Acceptance in substantially the form attached as Exhibit 13A ("Assignment and Acceptance"), together with any Note or Notes to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to 3,500, payable by the Agentassigning Lender or the Eligible Assignee, as agreed upon by such parties. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vix) the Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiy) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Acceptance, relinquish its rights and 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 Lender's ’s rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto). Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Extensions of Credit owing to it to any Affiliate of such Lender. No such assignment referred to in the preceding sentence, other than to an Affiliate of such Lender consented to by the Borrower (such consent not to be unreasonably withheld or delayed), shall release the assigning Lender from its obligations hereunder. Nothing contained in this Section 9.09 shall be construed to relieve the Issuing Lender of any of its obligations under the Letters of Credit.

Assignments and Participation. (a) After the Effective Closing Date (and, provided that no Default has occurred and is continuing, subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall such consent not to be unreasonably withheld, ) each Lender and the Swing Line Lender may assign to any Person, other than a Person that is, or has any affiliate that is, in the same line of business as Borrower, (the "“Assignee"”) all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitment Commitments and the Notes held by it); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) the total amount of the Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed the lesser of the total amount of the Commitment or Commitments held by the assigning Lender or $5,000,00010,000,000, (iii) the remaining Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) held by the assigning Lender and its affiliates after giving effect to any such assignment shall equal or exceed $5,000,00010,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in substantially the form attached as Exhibit 13A Schedule B ("“Assignment and Acceptance"”), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 (which fee shall not be passed on to the AgentBorrower). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vi) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents Agreements and (vii) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing DocumentsAgreements, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under the Financing DocumentsAgreements, such Lender shall cease to be a party thereto).

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Non-Canadian Lender may assign to any Person (the "Assignee") one or more Eligible Assignees all or a portion of its rights rights, interests and obligations under this Agreement and the Loan Documents (including including, without limitation, all or a portion of its Commitment and the Notes held by Non-Canadian Lender Extensions of Credit owing to it); and each Canadian Lender may assign to one or more Canadian Lender Eligible Assignees all or a portion of its rights, interests and obligations under this Agreement and the Loan Documents (including, without limitation, all or a portion of its Commitment and the Canadian Lender Extensions of Credit owing to it) provided, howeverthat, that in each case, (i) (A) in respect of an assignment by a Non-Canadian Lender, the Non-Canadian Borrowers (unless an Event of Default shall have occurred and be continuing, in which case no consent of the Non-Canadian Borrowers is required) shall have consented to such assignment (such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (iii) below, and (B) in respect of an assignment by a Canadian Lender, the Canadian Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case no consent of the Canadian Borrowers is required) shall have consented to such assignment (such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (iii) below, (ii) each such assignment shall be in a minimum amount of $5,000,000 or the Sterling Equivalent thereof (or, if less, the entire amount of such Lender’s Commitment) and be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) Agreement and the total amount of the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee Loan Documents and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Non-Canadian Administrative Agent and Canadian Administrative Agent, for its acceptance and recording in the Non-Canadian Register and Canadian Register (as defined in Section 9.09(c)), an Assignment and Acceptance in substantially the form attached as Exhibit 13A ("Assignment and Acceptance"), together with any Note or Notes to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to 3,500, payable by the Agentassigning Lender, the Eligible Assignee or the Canadian Lender Eligible Assignee, as the case may be, as agreed upon by such parties. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vix) the Eligible Assignee or the Canadian Lender Eligible Assignee, as the case may be, thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiy) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Acceptance, relinquish its rights and 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 Lender's ’s rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto). Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Extensions of Credit owing to it to any Affiliate (provided, that in the case of a Canadian Lender, any such Affiliate shall be a Canadian Lender Eligible Assignee of such Lender unless an Event of Default has occurred and is continuing). No such assignment referred to in the preceding sentence, other than to an Affiliate of such Lender consented to by Thomson and the Borrower (such consent not to be unreasonably withheld or delayed), shall release the assigning Lender from its obligations hereunder. Notwithstanding the immediately preceding sentence, Thomson and the Borrowers’ consent to any assignment described herein shall not be required if an Event of Default shall have occurred and is continuing.

Assignments and Participation. (a) After Each Lender may, with the Effective Date and subject to the prior written consent of the Borrower and the Administrative Agent and (so long as no Default such consent not to be unreasonably withheld or Matured Default shall have occurred and be continuing) delayed and, in the case of the Borrower, which consent(s) shall not be unreasonably withheldrequired if an Event of Default has occurred and is continuing), each Lender and the Swing Line Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including without limitation, all or a portion of its Commitment Commitment, the Loans owing to it and the any Promissory Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) the total amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (based on determined as of the original date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender's Commitment without giving effect to any repayments or prepayments) so assigned to and $10,000,000 and shall be an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed integral multiple of $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed $5,000,000be to an Eligible Assignee, and (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance an Assignment and Acceptance recording in substantially the form attached as Exhibit 13A ("Assignment and Acceptance")Register, a Lender Assignment, together with any Note or Promissory Notes subject to be exchanged in connection with such assignment assignment, an Administrative Questionnaire and a processing and recordation fee of $3,500 3,500; and provided further, however, that the consent of the Borrower and the Administrative Agent shall not be required for any assignments by a Lender to the Agentany of its Affiliates or to any other Lender or any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (viA) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiB) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an Eligible Assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto).; provided, however, that the limitation set forth in clause (iv), above, shall not apply if an Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared all Loans to be, or

Assignments and Participation. (a) After the Effective Restatement Date and (except in the case of an assignment by a Lender or the Swing Line Lender to one or more of its affiliates) subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Lender may assign to any Person (the "Assignee") all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitment and the Notes and/or Swing Line Note held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) the total amount of the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in substantially the form attached as Exhibit 13A ("Assignment and Acceptance"), together with any Note or Notes to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the National Beef Packing Company Credit Agreement 80 Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vi) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents and (vii) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documents, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documents, such Lender shall cease to be a party thereto).

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Lender may assign to any Person (the "Assignee") one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the Loan Documents (including including, without limitation, all or a portion of its Commitment and the Notes held by Extensions of Credit owing to it); provided, however, that (i) the Borrower (unless a Default or an Event of Default shall have occurred and be continuing) shall have consented to such assignment (such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (iii) below, (ii) each such assignment shall be in a minimum amount of $5,000,000 (or, if less, the entire amount of such Lender's Commitment) and be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) Agreement and the total amount of the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee Loan Documents and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance and recording in the Register (as defined in Section 9.09(c)), an Assignment and Acceptance in substantially the form attached as Exhibit 13A ("Assignment and Acceptance"), together with any Note or Notes to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to 3,500, payable by the Agentassigning Lender or the Eligible Assignee, as agreed upon by such parties. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vix) the Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiy) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Acceptance, relinquish its rights and 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 Lender's rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto). Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Extensions of Credit owing to it to any Affiliate of such Lender. No such assignment referred to in the preceding sentence, other than to an Affiliate of such Lender consented to by the Borrower (such consent not to be unreasonably withheld or delayed), shall release the assigning Lender from its obligations hereunder. Nothing contained in this Section 9.09 shall be construed to relieve the Issuing Lender of any of its obligations under the Letters of Credit.

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including the Loan Documents, including, without limitation, all or a portion of its Commitment Commitment, the Advances owing to it, and the Note or Notes held by itit (with the prior written consent of the Borrower and the Administrative Agent if the assignee thereunder is not then a Lender or an Affiliate of a Lender, which consent shall not be unreasonably withheld); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreementthe Loan Documents, (ii) if the total assignee thereunder is not then a Lender or an Affiliate of a Lender, the amount of the Commitment, Advance or Note being assigned pursuant to each such assignment shall in no event be less than the lesser of the amount of the assigning Lender's Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, and (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance and recording in the Register, an Assignment assignment and Acceptance acceptance in substantially the form attached as of Exhibit 13A 10.07 hereto (the "Assignment and AcceptanceLENDER ASSIGNMENT"), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (vix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Loan Documents and (viiy) the Lender assignor thereunder shall be deemed shall, to the extent that rights and obligations under the Loan Documents have relinquished been assigned by it to an assignee pursuant to such Lender Assignment, relinquish its rights and to be released from its obligations under the Financing Documents, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Loan Documents (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Loan Documents, such Lender shall cease to be a party theretoto the Loan Documents); provided, however, if an Event of Default shall have occurred and be continuing a Lender may assign all or a portion of its rights and obligations without the prior written consent of the Borrower but otherwise in accordance with this Section.

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement Agreement, the Notes and the Security Documents (including including, without limitation, all or a portion of its Commitment Commitment, the Advances owing to it and the Note or Notes held by it) with the prior written consent of the Borrower and the Administrative Agent to the extent the assignee thereunder is not then a Lender or an Affiliate of a Lender (each of which consents shall not be unreasonably withheld); provided, however, that (i) each such assignment shall be of a constant, and not a varying, the same percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) to the total extent the assignee thereunder is not then a Lender or an Affiliate of a Lender, the amount of the Commitment or Note of the assigning Lender being assigned pursuant to each such assignment (based on determined as of the original date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the amount of such Lender's Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, and (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance an Assignment and Acceptance recording in substantially the form attached as Exhibit 13A ("Assignment and Acceptance")Register, a Lender Assignment, together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent2,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the execution thereof or such earlier date on which such Assignment and Acceptance is accepted by as the AgentAdministrative Agent may agree, (vix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiy) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto); provided, however, if an Event of Default shall have occurred and be continuing a Lender may assign all or a portion of its rights and obligations without the prior written consent of the Borrower but otherwise in accordance with this Section.

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including the Loan Documents, including, without limitation, all or a portion of its Commitment and the Notes held by itAdvances owing to it (with the prior written consent of the Borrowers and the Administrative Agent if the assignee thereunder is not then a Lender or an Affiliate of a Lender, which consent shall not be unreasonably withheld); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreementthe Loan Documents, (ii) if the total assignee thereunder is not then a Lender or an Affiliate of a Lender, the amount of the Commitment (based on or Advance being assigned pursuant to each such assignment shall in no event be less than the original lesser of the amount of the assigning Lender's Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, and (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance and recording in the Register, an Assignment assignment and Acceptance acceptance in substantially the form attached as of Exhibit 13A 10.07 hereto (the "Assignment and AcceptanceLender Assignment"), together with any Note or Notes to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (vix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Loan Documents and (viiy) the Lender assignor thereunder shall be deemed shall, to the extent that rights and obligations under the Loan Documents have relinquished been assigned by it to an assignee pursuant to such Lender Assignment, relinquish its rights and to be released from its obligations under the Financing Documents, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Loan Documents (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Loan Documents, such Lender shall cease to be a party theretoto the Loan Documents); provided, however, if an Event of Default shall have occurred and be continuing a Lender may assign all or a portion of its rights and obligations without the prior written consent of the Borrowers but otherwise in accordance with this Section.

Assignments and Participation. (a) After Each Lender may, with the Effective Date and subject to the prior written consent of the Borrower and the Administrative Agent and (so long as no Default such consent not to be unreasonably withheld or Matured Default shall have occurred and be continuing) delayed and, in the case of the Borrower, which consent(s) shall not be unreasonably withheldrequired if an Event of Default has occurred and is continuing), each Lender and the Swing Line Lender may assign to any Person (the "Assignee") one or more banks or other financial institutions all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including without limitation, all or a portion of its Commitment Commitment, the Loans owing to it and the any Promissory Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) the total amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (based on determined as of the original date of the Lender Assignment with respect to such assignment) shall in no event be less than the lesser of the aggregate amount of such Lender’s Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed $5,000,000be to an Eligible Assignee, and (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance an Assignment and Acceptance recording in substantially the form attached as Exhibit 13A ("Assignment and Acceptance")Register, a Lender Assignment, together with any Note or Promissory Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 4,000; and provided further, however, that the consent of the Borrower and the Administrative Agent shall not be required for any assignments by a Lender to the Agentany of its Affiliates or to any other Lender or any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (viA) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiB) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an Eligible Assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto); provided, however, that the limitation set forth in clause (iii), above, shall not apply if an Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared all Loans to be, or all Loans shall have automatically become, immediately due and payable hereunder. Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Loans owing to it to any Affiliate of such Lender. No such assignment, other than to an Eligible Assignee in accordance with this Section 11.07, shall release the assigning Lender from its obligations hereunder.

Assignments and Participation. (a) After the Effective Closing Date (and, (Y) provided that no Default or Matured Default has occurred and is continuing, subject to the prior written consent of Borrower, such consent not to be unreasonably withheld, and (Z) if the Eligible Assignee is not a Lender, an affiliate of a Lender or an Approved Fund, subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrowereach Issuer, which consent(s) shall such consent not to be unreasonably withheld, ) each Lender and the Swing Line Lender may assign to any Person an Eligible Assignee (the "Assignee"”) all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitment Commitments and the Notes held by it); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, (ii) the total amount of the Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates Affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) held by the assigning Lender and its affiliates after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will shall not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in substantially the form attached as Exhibit 13A Schedule B ("“Assignment and Acceptance"”), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent5,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vi) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents Agreements and (vii) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing DocumentsAgreements, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's ’s rights and obligations under the Financing DocumentsAgreements, such Lender shall cease to be a party thereto).

Assignments and Participation. (a) After Each Lender may, with the Effective Date and subject to the prior written consent of the Borrower and the Administrative Agent and (so long as no Default such consent not to be unreasonably withheld or Matured Default shall have occurred and be continuing) delayed and, in the case of the Borrower, which consent(s) shall not be unreasonably withheldrequired if an Event of Default has occurred and is continuing), each Lender and the Swing Line Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including without limitation, all or a portion of its Commitment Commitments, the Loans owing to it and the any Promissory Notes held by it); provided, however, that (i) each such assignment shall be made by such Lender on a pro rata basis among such Lender's Revolving 364-Day Commitment, Revolving Three-Year Commitment and Term Commitment, (ii) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (iiiii) the total aggregate amount of the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by Commitments of the assigning Lender after giving effect being assigned pursuant to any each such assignment (determined as of the date of the Lender Assignment with respect to such assignment) shall equal or exceed in no event be less than the lesser of the aggregate amount of such Lender's Commitments and $10,000,000 and shall be an integral multiple of $5,000,000, (iv) the each such assignment will not cause the Borrower shall be to incur any additional liability or expense an Eligible Assignee, and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance an Assignment and Acceptance recording in substantially the form attached as Exhibit 13A ("Assignment and Acceptance")Register, a Lender Assignment, together with any Note or Promissory Notes subject to be exchanged in connection with such assignment assignment, an Administrative Questionnaire and a processing and recordation fee of $3,500 3,500; and provided further, however, that the consent of the Borrower and the Administrative Agent shall not be required for any assignments by a Lender to the Agentany of its Affiliates or to any other Lender or any of its Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (viA) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiB) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it to an Eligible Assignee pursuant to such Assignment Lender Assignment, relinquish its rights and Acceptance be released from its obligations under this Agreement (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto); provided, however, that the limitation set forth in clause (iv), above, shall not apply if an Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared all Loans to be, or all Loans shall have automatically become, immediately due and payable hereunder. The Administrative Agent agrees to give prompt notice to the Lenders and the Borrower of any assignment or participation of its rights and obligations as a Bank hereunder. Notwithstanding anything to the contrary contained in this Agreement, any Lender may at any time assign all or any portion of the Loans owing to it to any Affiliate of such Lender. The assigning Lender shall promptly notify the Borrower of any such assignment. No such assignment, other than to an Eligible Assignee, shall release the assigning Lender from its obligations hereunder.

Assignments and Participation. (a) After the Effective Date and subject to Upon the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall such consent not to be unreasonably withheldwithheld or delayed (it being understood that, without limitation, withholding of such consent to be deemed reasonable if such assignment is to a Non-U.S. Lender and would subject Borrower to any United States Federal withholding tax as a result thereof or if such assignment would, at the time thereof, cause additional expense to Borrower under Sections 2.10(a) or 2.10(b)), each Lender and the Swing Line Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment the Loans owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) the total amount of the Commitment Loan of the assigning Lender being assigned pursuant to each such assignment (based on determined as of the original Commitment without giving effect date of the Assignment and Acceptance with respect to any repayments or prepaymentssuch assignment) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed in no event be less than $5,000,0001,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any each such assignment shall equal or exceed $5,000,000be to an Eligible Assignee, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in substantially the form attached as Exhibit 13A ("Assignment and Acceptance"), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 2,500, (v) no Assignment and Acceptance shall result in any increased cost to Borrower and (vi) the AgentAgent shall, after giving effect to each Assignment and Acceptance, be owed not less than 50% of the aggregate unpaid principal amounts of the Loans then outstanding. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least 10 Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (vix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiy) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Acceptance, relinquish its rights and be released from its further obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto).

Assignments and Participation. (a) After the Effective Closing Date (and, provided that no Default has occurred and is continuing, subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall such consent not to be unreasonably withheld, ) each Lender and the Swing Line Lender may assign to any Person (the "AssigneeASSIGNEE") all or a portion of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitment Commitments and the Notes held by it); provided, provided however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) the total amount of the Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates Affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment or Commitments (based on the original Commitment or Commitments without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in substantially the form attached as Exhibit 13A Schedule B ("Assignment and AcceptanceASSIGNMENT AND ACCEPTANCE"), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent5,000. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vi) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents Agreements and (vii) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing DocumentsAgreements, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing DocumentsAgreements, such Lender shall cease to be a party thereto).

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including the Loan Documents, including, without limitation, all or a portion of its Commitment Commitment, the Advances owing to it and the Note or Notes held by itit (with the prior written consent of the Borrowers and the Administrative Agent if the assignee thereunder is not then a Lender or an Affiliate of a Lender, which consent shall not be unreasonably withheld); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreementthe Loan Documents, (ii) if the total assignee thereunder is not then a Lender or an Affiliate of a Lender, the amount of the Commitment, Advance or Note being assigned pursuant to each such assignment shall in no event be less than the lesser of the amount of the assigning Lender's Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, and (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent Administrative Agent, for its acceptance and recording in the Register, an Assignment assignment and Acceptance acceptance in substantially the form attached as of Exhibit 13A 10.07 hereto (the "Assignment and AcceptanceLender Assignment"), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, which effective date shall be at least five Business Days after the date on which such Assignment and Acceptance is accepted by the Agentexecution thereof, (vix) the Assignee assignee thereunder shall be a party hereto and to the Collateral Agency Agreement and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it pursuant to such Assignment and AcceptanceLender Assignment, have the rights and obligations of a Lender under the Financing Loan Documents and (viiy) the Lender assignor thereunder shall be deemed shall, to the extent that rights and obligations under the Loan Documents have relinquished been assigned by it to an assignee pursuant to such Lender Assignment, relinquish its rights and to be released from its obligations under the Financing Documents, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Loan Documents (and, in the case of an a Lender Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Financing Loan Documents, such Lender shall cease to be a party theretoto the Loan Documents); provided, however, if an Event of Default shall have occurred and be continuing a Lender may assign all or a portion of its rights and obligations without the prior written consent of the Borrowers but otherwise in accordance with this Section.

Assignments and Participation. (a) After Any Bank may at any time (with the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall such consent not to be unreasonably withheldwithheld or delayed, each Lender and the Swing Line Lender may assign consent of the Agent, such consent not to any Person be unreasonably withheld or delayed) sell to one or more banks or other entities (the a "AssigneePurchasing Bank") all or a portion any part of its rights and obligations under this Agreement (including without limitation, all or a portion of its Commitment and the Notes held by it); provided(which, howeverexcept in the case of an assignment to a Person that, that (i) each immediately before such assignment assignment, was a Bank shall be of equal to at least $1,000,000) pursuant to a constantCommitment Transfer Supplement, executed by such Purchasing Bank, such transferor Bank and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) the total amount of the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by the assigning Lender after giving effect to any such assignment shall equal or exceed $5,000,000, (iv) the assignment will not cause the Borrower to incur any additional liability or expense and (v) the parties to each such assignment shall execute and deliver to the Agent for its acceptance an Assignment and Acceptance in substantially the form attached as Exhibit 13A ("Assignment and Acceptance"), together with any Note or Notes to be exchanged in connection with such assignment and a processing and recordation fee of $3,500 to the Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vi) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender under the Financing Documents and (vii) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documents, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance (and, in the case of a Purchasing Bank that is not then a Bank or an Assignment Affiliate thereof, by the Borrower). Upon (x) such execution of such Commitment Transfer Supplement, and Acceptance covering (y) delivery of a copy thereof to the Borrower and payment of the amount of its participation to the Agent or such transferor Bank, such Purchasing Bank shall for all or purposes be a Bank party to this Agreement and shall have all the remaining portion of an assigning Lender's rights and obligations of a Bank under this Agreement, to the Financing Documentssame extent as if it were an original parry hereto with the commitment percentage as set forth in such Commitment Transfer Supplement, which shall be deemed to amend this Agreement to the extent and only to the extent, necessary to reflect the addition of such Lender Purchasing Bank and the resulting adjustment of commitment percentages arising from the purchase by such Purchasing Bank of all or a portion of the rights and obligations of such transferor Bank under this Agreement and the Notes. Upon the consummation of any transfer pursuant to this Section 8.9 the transferor Bank, the Agent and the Borrower shall cease make appropriate arrangements so that if required, replacement Notes are issued to be a party thereto)such transferor Bank and new Notes or, as appropriate, replacement Notes, are issued to such Purchasing Bank, in each case, in principal amounts reflecting their Commitment.

Assignments and Participation. (a) After the Effective Date and subject to the prior written consent of the Agent and (so long as no Default or Matured Default shall have occurred and be continuing) the Borrower, which consent(s) shall not be unreasonably withheld, each Lender and the Swing Line Each Lender may assign to any Person (the "Assignee") one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including including, without limitation, all or a portion of its Commitment Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) each of the total Agent and the Borrower shall have given its prior written approval to such assignment, which approval shall not be unreasonably withheld, (iii) unless the Borrower shall otherwise agree with the assigning Lender, the amount of the Commitment (based on the original Commitment without giving effect to any repayments or prepayments) so assigned to an Assignee or to an Assignee and its affiliates taken as a whole shall equal or exceed $5,000,000, (iii) the remaining Commitment (based on the original Commitment without giving effect to any repayments or prepayments) held by of the assigning Lender after giving effect being assigned pursuant to any each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) that is not to a then existing Lender hereunder, shall equal in no event be less than Fifteen Million Dollars ($15,000,000) (or exceed $5,000,000its equivalent in Euros, if applicable) or such lesser amount as shall constitute all of such assigning Lender’s Commitment and the outstanding principal of Notes payable to it, (iv) the each such assignment will not cause the Borrower shall be to incur any additional liability or expense an Eligible Assignee, and (v) the parties to each such assignment shall execute and deliver to the Agent Agent, for its acceptance and recording in the Register, an Assignment and Acceptance in substantially the form attached as Exhibit 13A ("Assignment and Acceptance"), together with any Note or Notes subject to be exchanged in connection with such assignment and a processing and recordation fee of Three Thousand Dollars ($3,500 3,000). Notwithstanding anything to the Agentcontrary contained herein, with the prior written approval of the Agent and the Borrower (such approval not to be unreasonably withheld), each Lender may assign to any successor, or to any Affiliate or Subsidiary, all of its rights and obligations under this Agreement (including, without limitation, all of its Commitment, the Advances owing to it and the Note or Notes held by it). Any assignment or purported assignment not in compliance with this Section shall be void and of no effect. Without regard to any of the other terms of this Agreement or of any other agreement, any Lender may assign, as collateral or otherwise, any of its rights (including, without limitation, rights to payments of principal and/or interest on the Notes) under this Agreement to any Federal Reserve Bank of the United States without notice to or consent of the Borrower, any Guarantor, the Agent or any other Person. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date on which such Assignment and Acceptance is accepted by the Agent, (vix) the Assignee assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and AcceptanceAcceptance and subject to the foregoing, have the rights and obligations of a Lender under the Financing Documents hereunder and (viiy) the Lender assignor thereunder shall be deemed to have relinquished its rights and to be released from its obligations under the Financing Documentsshall, to the extent (and only to the extent) that its rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Acceptance, relinquish its rights and 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 Lender's ’s rights and obligations under the Financing Documentsthis Agreement, such Lender shall cease to be a party theretohereto).