Common use of Assignments and Participations Clause in Contracts

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to 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) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) the Borrower (unless a Prepayment Event or an Event of Default shall have occurred and be continuing) and the Administrative Agent shall have consented to such assignment (with each such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (iv) below; (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, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2iii) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 10,000,000 and assigned amounts must shall be in increments an integral multiple of $1,000,000, 1,000,000 (iii) each such assignment or shall be to an Eligible Assignee, the total amount of the assigning Lender's Commitment); and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any promissory notes held by the assigning Lender and a processing and recordation fee of $3,500 (plus an amount equal to out-of-pocket legal expenses of the Administrative Agent, and (v) the Company and estimated by the Administrative Agent shall have consented and advised to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuingparties). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation . Notwithstanding anything to the assignee than it had to the assignor. Any contrary contained in this Agreement, any Lender may at any time pledge or may assign all or any portion of its rights hereunder and obligations under this Agreement to a Federal Reserve Bank; provided, that no any Affiliate or Approved Fund of such pledge or assignment shall release such Lender from any of its obligations hereunderLender.

Assignments and Participations. (a) Each Lender may may, upon notice to the Borrowers and the Agent and with the consent, not to be unreasonably withheld, of the Agent, and, unless an Event of Default has occurred and is continuing, the Borrowers, assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and Commitment, the Advances and other amounts owing to it and any Note or Notes held by it); provided, however, that (i) no assignment may be made by an Extending Lender to a Non-Extending Lender unless such Non-Extending Lender shall agree to become an Extending Lender for purposes of the assigned rights and obligations pursuant to documentation acceptable to the Agent and the Borrowers; (ii) any assignment by a Non-Extending Lender to an Extending Lender shall, without further action, result in the Commitments so assigned being extended to the Extended Termination Date and otherwise entitle such Lender to the rights and obligations of Commitments of Extending Lenders hereunder (including the applicable fee and interest rates), (iii) 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, (iiiv) after giving effect except in the case of an assignment to any a Person that, immediately prior to such assignment, (1) the assigning was a Lender, an Affiliate of a Lender shall no longer have any Commitment or (2) an Approved Fund or an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 10,000,000 (unless an Event of Default has occurred and assigned amounts must be is continuing, in increments which case not less than $5,000,000) or an integral multiple of $1,000,0001,000,000 in excess thereof unless the Borrowers and the Agent otherwise agree, (iiiv) each such assignment shall be to an Eligible Assignee, (ivvi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and the parties to such assignment (other than the Borrowers and the Agent) shall deliver together therewith any Note subject to such assignment and a processing and recordation fee of $3,500 (except no such fee shall be payable for assignments to the Administrative Agenta Lender, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender or an Approved Fund), and such consent by (vii) any Lender may, without the Company shall not be required if an Event approval of Default has occurred the Borrowers, but with notice to the Borrowers, assign all or a portion of its rights and is continuingobligations to any of its Affiliates or to another Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Section 2.12, 2.15 and 9.04 to the extent any claim thereunder relates to an event arising prior such assignment) 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender Investor may upon at least 30 days notice to its related CP Conduit, the Deal Agent, the Collateral Agent, the related Liquidity Agent and S&P and Mxxxx’x, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Lender's Investor’s rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party Investor being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and assigned amounts must be in increments 15,000,000 or an integral multiple of $1,000,000, 1,000,000 in excess of that amount and (B) the full amount of the assigning Investor’s Commitment; (iii) each such assignment shall be to an Eligible Assignee, ; (iv) the parties to each such assignment shall execute and deliver to the Administrative Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 to or such lesser amount as shall be approved by the Administrative Deal Agent, and ; (v) the Company parties to each such assignment shall have agreed to reimburse the Deal Agent, the Liquidity Agents, the Collateral Agent and the Administrative CP Conduits for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for each of the Deal Agent, the Liquidity Agents and the CP Conduits) incurred by the Deal Agent, the Liquidity Agents, the Collateral Agent shall have consented to and the CP Conduits, respectively, in connection with such assignment; and (vi) there shall be no increased costs, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender expenses or an Affiliate of a Lender and such consent taxes incurred by the Company Deal Agent, the Liquidity Agents, the Collateral Agent or the CP Conduits upon such assignment or participation, and provided further that upon the effective date of such assignment the provisions of Section 3.03(f) of the Administration Agreement shall not be required if an Event of Default has occurred and is continuingsatisfied. Upon such execution, deliverydelivery and acceptance by the Deal Agent, acceptance the Collateral Agent and recordingthe Liquidity Agents and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Deal Agent, the Collateral Agent and the Liquidity Agents, unless a later date is specified therein, (xi) 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 an Investor hereunder and (yii) the Lender Investor assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 Investor’s rights and obligations under this Agreement, such Lender Investor shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (aA) Each Lender may may, upon the written consent of the Administrative Agent and the Borrower (such consent not to be unreasonably withheld and, in the case of the Borrower, not to be required if an Event of Default exists), assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and 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) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Lender Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of the amount of such Lender's then remaining Commitment and $5,000,000 15,000,000 (except in the case of assignments between Lenders at the time already parties hereto), and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptancea Lender Assignment, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 to the Administrative Agent3,000. Promptly following its receipt of such Lender Assignment, Note or Notes and (v) the Company and fee, the Administrative Agent shall have consented to accept and record such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by Assignment in the Company shall not be required if an Event of Default has occurred and is continuingRegister. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, (x) 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 AcceptanceLender Assignment, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceLender Assignment, relinquish its rights and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation . Notwithstanding anything to the assignee than it had to the assignor. Any contrary contained in this Agreement, any Lender may at any time pledge or assign all or any portion of its rights hereunder the Advances owing to a Federal Reserve Bank; providedit to any Affiliate of such Lender. No such assignment, that no such pledge or assignment other than to an Eligible Assignee, shall release such the assigning Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and the Advances Loans at the time owing to it); provided, however, that (i) except in the case of an assignment to a Lender or an affiliate of a Lender, the Borrower and the Administrative Agent must give their prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed; provided that no consent of the Borrower shall be required if an Event of Default has occurred and is continuing), (ii) each such assignment shall be of a constant, and not a varying, constant percentage of all of the assigning Lender's rights and obligations under this Agreementthe Commitments and Loans, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2iii) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party subject to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignmentassignment is delivered to the Administrative Agent) shall not be less than $5,000,000 and assigned amounts must be in increments the amount of $1,000,000, (iii) each the Commitment of such Lender remaining after such assignment shall not be to an Eligible Assigneeless than $5,000,000 or shall be zero, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and Acceptance, Acceptance and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing3,000. Upon such execution, delivery, acceptance and recordingrecording pursuant to paragraph (c) of this Section 8.5, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (x5) Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been of the interest assigned to it pursuant to by such Assignment and Acceptance, have the rights and obligations of a Lender hereunder under this Agreement and (yB) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been of the interest assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect hereto (but shall continue to be entitled to the benefits of Sections 2.17, 2.18, 2.19, 2.23 and 8.4, as well as to any amounts payable as of Facility Fees accrued for its account hereunder and not yet paid)). Notwithstanding the date of foregoing, any Lender assigning its rights and obligations under this Agreement may retain any Competitive Bid Loans or Negotiated Bid Loans made by it outstanding at such assignment pursuant to Sections 2.09time, 2.11 or 9.04, the Borrowers and in such case shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of retain its rights hereunder in respect of any Loans so retained until such Loans have been repaid in full in accordance with this Agreement. In connection with any assignment pursuant hereto, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such deliver new Notes from the Borrower to the transferor Lender from any of its obligations hereunderand the transferee to evidence their relative Commitments.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the A Advances owing to 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 AgreementAgreement (other than any B Advances), (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 10,000,000 and assigned amounts must be in increments of $1,000,000, 1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or (i) upon notice to Borrower, assign all or any portion of its rights hereunder to a an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower, pledge as security all or any portion of its rights hereunder to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may upon at least 30 days' notice to the Deal Agent, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Lender's rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party Xxxxxx being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and assigned amounts must be in increments 15,000,000 or an integral multiple of $1,000,000, 1,000,000 in excess of that amount and (B) the full amount of the assigning Xxxxxx's Commitment; (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance; (iv) the parties to each such assignment shall have agreed to reimburse the Deal Agent for all fees, costs and a processing expenses (including, without limitation, the reasonable fees and recordation fee out-of-pocket expenses of $3,500 to counsel for each of the Administrative Deal Agent and any other Lenders incurred by the Deal Agent, any other Lenders, respectively, in connection with such assignment; (iv) each Lender agrees that it will not engage in a general solicitation or general advertising; and (v) the Company and the Administrative Agent there shall have consented to such assignmentbe no increased costs, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender expenses or an Affiliate of a Lender and such consent taxes incurred by the Company shall not be required if an Event of Default has occurred and is continuingDeal Agent, any other Lenders upon such assignment or participation. Upon such execution, delivery, delivery and acceptance by the Deal Agent and recordingany other Lenders and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Deal Agent and any other Lenders, unless a later date is specified therein, (xA) 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 hereunder and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 LenderXxxxxx's rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Subject to Section 10.31(a)(ii) below, at the assignor Lender’s sole cost and provided that the economic and other terms of the Loan shall remain the same for Borrower and Guarantor, with the prior consent of Agent, which consent not to be unreasonably withheld, conditioned or delayed, any Lender may at any time assign and delegate to one or more Eligible Assignees Qualified Lenders (each an “Assignee”) all or a portion any part of its such Lender’s rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and Ratable Share of the Advances Loan at the time owing to it)) and the other Obligations held by such Lender hereunder; provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) each written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to Borrower and Agent by such Lender and the Assignee and such assignment shall be of a constant, and not a varying, percentage of all of have been recorded in the assigning Lender's rights and obligations under this AgreementRegister in accordance with Section 10.31(a)(ii), (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and its Assignee shall have delivered to Borrower and Agent an assignment and acceptance agreement in the Eligible Assignee party to form attached hereto as Schedule XIV (or such assignment (in each case determined other form as of the date of the may be modified by Agent, an “Assignment and Acceptance Acceptance”) with such changes thereto as are reasonably acceptable to Agent with respect to such assignment) shall not be less than $5,000,000 , sale, negotiation, pledge, hypothecation or other transfer and assigned amounts must be are in increments of $1,000,000compliance with this Section 10.31, and (iii) each such assignment the Assignee has paid to the Agent a processing fee in the amount of Three Thousand Five Hundred and No/100 Dollars ($3,500.00). Notwithstanding the foregoing, no written consent of Agent shall be required (i) in connection with any assignment and delegation by a Lender to an Eligible Assignee, (iv) the parties to each Affiliate of such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment Lender or to another Lender or an its Affiliate or (ii) in connection with any Securitization. During the continuance of a Lender and such consent by the Company shall not be required if an Event of Default has occurred any Lender may assign and delegate to any Person, regardless of whether such Person is continuinga Qualified Lender. Upon such execution, delivery, acceptance Any assignment and recording, from and after the effective date specified in each Assignment and Acceptance, (xdelegation pursuant to this Section 10.31(a)(i) the assignee thereunder shall be a party hereto and, at Lender’s sole cost and shall not subject Borrower or Guarantor to any cost or increased liability under the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have terms of the rights and obligations of Loan Documents. For so long as German American Capital Corporation is a Lender hereunder and (yunder the Loan, DB, or an Affiliate thereof shall continue to act as Agent. Nothing contained in this Section 10.31(a) the Lender assignor thereunder shall, shall be deemed to the extent that rights and obligations hereunder have been assigned by it pursuant restrict a Lender’s right to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case sell a participation of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease up to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion 100% of its rights hereunder to a Federal Reserve Bankinterest; provided, however, that no such pledge a participation of 100% of German American Capital Corporation’s interest in the Loan shall not relieve DB or assignment shall release such Lender from any its Affiliates, of its obligations obligation to remain Agent hereunder.. 136

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more other Lenders or Eligible Assignees all or a portion of its rights and obligations under this Agreement (Commitment, including, without limitation, all or in the case of an Issuer, its commitment to issue Letters of Credit and, in the case of each Lender, to participate in Letter of Credit Obligations and Swing Loans, the Loans and Letter of Credit Obligations owing to it and the Note held by it and a commensurate portion of its Commitment rights and obligations hereunder and under the Advances owing to it)other Loan Documents; 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, Agreement (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the aggregate amount of the Commitment Commitments, Letters of both the assigning Lender Credit, Letter of Credit Obligations and the Eligible Assignee party Loans being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event (if less than the Assignor's entire interest) be less than $5,000,000 and assigned amounts must be in increments or an integral multiple of $1,000,0001,000,000 in excess thereof, except, in either case, with the consent of the Borrower and the Agent, and (iii) each such assignment assignee hereunder shall also be to an Eligible Assignee, (iv) the . The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in recording, together with a $3,500 fee payable to the RegisterAgent for processing such assignment, an Assignment and Acceptance, together with the Notes (or an Affidavit of Loss and a processing and recordation fee of $3,500 Indemnity with respect to such Notes satisfactory to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented subject to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, (xA) the assignee thereunder shall be become a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender was an Issuer, of an Issuer hereunder and thereunder, and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreementthe Loan Documents, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of one or more of the assigning Facilities, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the aggregate amount of the Commitment of both the assigning Lender and the Commitments being assigned to such Eligible Assignee party pursuant to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 and assigned amounts must be in increments under each Facility or an integral multiple of $1,000,0001,000,000 in excess thereof (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower), (iii) each such assignment shall be to an Eligible Assignee, (iv) no such assignments shall be permitted without the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with any Note or Notes subject to such assignment and, except if such assignment is being made by a Lender to an Affiliate or Fund Affiliate of such Lender, a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder3,500.

Assignments and Participations. (a) Each Lender may may, upon at least three (3) Business Days’ notice to the Administrative Agent (other than for any assignments from and including the date of this Agreement to and including, if different, the Closing Date), assign to one or more any Eligible Assignees Assignee all or a portion of its rights and obligations Obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of its Commitment and the Advances Loans owing to it); provided, however, that (i) each except in the case of an assignment to a Person that, immediately prior to such assignment shall be assignment, was a Lender, an Affiliate of a constant, and not a varying, percentage Lender or an Approved Fund of any Lender or an assignment of all of the assigning a Lender's rights ’s right and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the aggregate amount of the Commitment of both the assigning Lender and the Loans being assigned to such Eligible Assignee party pursuant to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) thereof), shall not in no event be less than $5,000,000 1,000,000 (or such lesser amount as otherwise agreed to by the Administrative Agent) and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (ivii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and AcceptanceAssumption, and together with (A) a processing and recordation fee of $3,500 to (unless such fee is waived at the discretion of the Administrative Agent, ) and (vB) the Company and the Administrative Agent shall have consented to such assignmentall ancillary documents, which consent shall not be unreasonably withheld; except that such consent shall not be including any Internal Revenue Service tax forms, required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuingthereunder. Upon such execution, delivery, acceptance acceptance, recording and recordingsatisfaction of the conditions set forth in this subsection (a), from and after the effective date specified in each such Assignment and AcceptanceAssumption, (x) 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 Obligations of a Lender hereunder and under the other Loan Documents and other Loan Documents and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, shall relinquish its rights and be released from its obligations Obligations as a Lender 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers . The Borrower shall have no greater obligation right to the assignee than it had to the assignor. Any Lender may at assign any time pledge or assign all or any portion of its rights and Obligations hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from under any of its obligations hereunderother Loan Document or any interest hereunder or thereunder.

Assignments and Participations. (a) Each Lender may may, with the written consent (unless such assignment is to a Lender or a wholly-owned Affiliate of such Lender, in which case only the consent, not to be unreasonably delayed, of the Swingline Bank and each LC Issuing Bank and notice to the Borrower and the Administrative Agent, shall be required) of the Administrative Agent, the Swingline Bank, the Borrower (unless a Default shall have occurred and be continuing) and each LC Issuing Bank (which consents shall not be unreasonably delayed and, in the case of the Borrower, the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice of such proposed assignment), assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to 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) after giving effect except in the case of an assignment to any a Person that, immediately prior to such assignment, (1) the assigning was a Lender shall no longer have any Commitment or (2) an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance Assumption with respect to such assignment) shall not in no event be less than $5,000,000 and assigned amounts must be in increments 10,000,000 or an integral multiple of $1,000,0001,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAssumption, and together with a processing and recordation fee of $3,500 (to be paid by the Administrative Agentassigning Lender or, and (v) in the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for case of an assignment pursuant to another Lender or an Affiliate of a Lender and such consent by Section 8.07(i), the Company shall not be required if an Event of Default has occurred and is continuingBorrower). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceAssumption, (x) 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 AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance Assumption covering all or the remaining portion of an assigning Lender's ’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Except as provided herein, each Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment Percentage and Commitment and the Advances same portion of the Facility at the time owing to it and the Notes held by it); provided, howeverupon the satisfaction of the following conditions: (a) Agent shall have given its prior written consent to such assignment, that such consent not to be unreasonably withheld or delayed, (ib) 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, (iic) after giving effect prior to any such assignmentthe occurrence of an Event of Default and while same is continuing each assignment shall be in an amount that is at least Ten Million Dollars ($10,000,000) and is a whole multiple of One Million Dollars ($1,000,000), provided that this requirement (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignmentc) shall not be less than $5,000,000 apply to assignments by Agent in its capacity as Lender but Agent (while acting as Agent) shall retain a Commitment at least as great as retained by the Lender with the next highest Committed Amount, and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (ivd) the parties to each of such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as hereinafter defined), an Assignment and Acceptance, substantially in the form of Schedule E hereto (an “Assignment and a processing and recordation fee of $3,500 to the Administrative AgentAcceptance”), and (v) the Company and the Administrative Agent shall have consented together with any Notes subject to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. 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 five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder hereunder, and (y) the assigning Lender assignor thereunder shall, to the extent that rights provided in such assignment and obligations hereunder have been assigned by it pursuant upon payment to such Assignment and AcceptanceAgent of the registration fee referred to below, relinquish its rights and be released from its obligations under this Agreement (and, in Agreement. In the case event a Lender does not sell 100% of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreementits Commitment Amount, such Lender shall cease to be must hold a party heretominimum Commitment Amount of Ten Million Dollars ($10,000,000) and in whole multiples of One Million Dollars ($1,000,000); provided that with respect to any amounts payable as . A registration fee of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or $3,500 per assignment shall release such be paid by the assigning Lender from any of its obligations hereunderto Agent.

Assignments and Participations. (a) Each Lender No Bank may assign to one or more Eligible Assignees all or a any other Person any portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a any portion of its Commitment and or the Advances Loan at the time owing to it and Note held by it); provided, however, that ) unless each of the following conditions is or has been satisfied: (i) the Agent has given its prior written consent (which consent will not be unreasonably withheld), (ii) the Borrower has given its prior written consent (which consent will not be unreasonably withheld, and shall not be required upon the occurrence and during the continuance of an Event of Default), (iii) each such assignment shall be is of a constant, and not a varying, percentage of all of the assigning Lender's Bank’s rights and obligations under this Agreement, (iiiv) after giving effect to any such assignmentthe assignment is for a Commitment of $5,000,000.00 or more, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (ivv) the parties to each such assignment shall execute have executed and deliver delivered to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and Acceptance, substantially in the form of Exhibit B hereto (the “Assignment and a processing and recordation fee of $3,500 to the Administrative AgentAcceptance”), and (v) the Company and the Administrative Agent shall have consented together with any Note subject to such assignment, which consent one or more signature pages to this Agreement containing the signature of the assignee, one or more signature pages to the Intercreditor Agreement (if in effect) containing the signature of the assignee, and (following the Effective Date, as defined in the applicable Assignment and Acceptance) payment by the assignee to the Agent for its own account of an assignment administration fee in the amount of $3,500.00, (vi) either the assignor or assignee shall have paid the Agent’s reasonable costs and expenses (including without limitation attorneys’ fees and expenses) in connection with the assignment, (vii) the Agent shall have delivered to the Borrower a fully executed copy of such Assignment and Acceptance, and (viii) the assignee is (A) a state or national commercial bank located in the United States or (B) a bank organized under a jurisdiction other than the United States, provided that such foreign bank has provided the Agent and the Borrower with accurate and complete signed original forms prescribed by the Internal Revenue Service certifying as to such Bank’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to such Bank hereunder, and provided further that such foreign bank shall not be unreasonably withheld; except that such consent shall not be required for an assignment transfer its interests, rights and obligations under this Agreement to another Lender or an any Affiliate of a Lender such foreign bank unless such Affiliate provides the Agent and such consent the Borrower with the aforesaid tax forms. Upon satisfaction of each of the foregoing conditions and upon acceptance and notation by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance and recordingAgent, from and after the effective date Effective Date specified in each Assignment and Acceptance, which Effective Date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder Bank, and (y) the Lender assignor thereunder assigning Bank shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to provided in such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement (andAgreement. Notwithstanding the foregoing, the restrictions contained above in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender Subsection 9.6(a) shall cease not apply to be a party hereto); provided that with respect assignments to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, and the conditions set forth in clauses (i) and (ii) above shall not apply to assignments by any Bank to any Person which controls, is controlled by, or is under common control with, or is otherwise substantially affiliated with that no such pledge or assignment shall release such Lender from any of its obligations hereunderBank.

Assignments and Participations. (a) Each Lender may upon at least 30 days’ notice to the Deal Agent, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and assigned amounts must be in increments 15,000,000 or an integral multiple of $1,000,000, 1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment; (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance; (iv) the parties to each such assignment shall have agreed to reimburse the Deal Agent for all fees, costs and a processing expenses (including, without limitation, the reasonable fees and recordation fee out-of-pocket expenses of $3,500 to counsel for each of the Administrative Deal Agent and any other Lenders incurred by the Deal Agent, any other Lenders, respectively, in connection with such assignment; (iv) each Lender agrees that it will not engage in a general solicitation or general advertising; and (v) the Company and the Administrative Agent there shall have consented to such assignmentbe no increased costs, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender expenses or an Affiliate of a Lender and such consent taxes incurred by the Company shall not be required if an Event of Default has occurred and is continuingDeal Agent, any other Lenders upon such assignment or participation. Upon such execution, delivery, delivery and acceptance by the Deal Agent and recordingany other Lenders and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Deal Agent and any other Lenders, unless a later date is specified therein, (xA) 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 hereunder and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Subject to the provisions of Section 11.13(j), after first obtaining the approval of Agent and Borrower, which approval will not be unreasonably withheld (and which approval from Borrower shall not be required upon the occurrence and during the continuance of an Event of Default), each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement in accordance with the provisions of this Section (including, including without limitation, limitation all or a portion of its Commitment and the Advances Loans owing to 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 AgreementAgreement and the assignment shall cover the same percentage of such Lender's Commitment and Loans, (ii) after giving effect to any such assignmentunless Agent and Borrower otherwise consent (which consent of Borrower shall not be required upon the occurrence and during the continuance of an Event of Default), (1) the assigning Lender shall no longer have any Commitment or (2) the aggregate amount of the Commitment of both the assigning Lender and the being assigned to an Eligible Assignee party that is not already a Lender hereunder (provided such Lender was also a Lender on the Closing Date) pursuant to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall in no event be to less than Five Million Dollars ($5,000,000) and shall be an Eligible Assigneeintegral multiple of One Million Dollars ($1,000,000), (iviii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance approval and recording in the Registeracceptance, an Assignment and Acceptance, Assumption and (iv) Agent shall receive from the assignor or assignors for its sole account a processing and recordation fee of Three Thousand Dollars ($3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing3,000). Upon such execution, delivery, acceptance approval and recordingacceptance, from and after upon the effective date specified in each the applicable Assignment and AcceptanceAssumption, (xA) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been validly and effectively assigned to it pursuant to such Assignment and AcceptanceAssumption, have the rights and obligations of a Lender hereunder and (yB) the Lender Lender-assignor thereunder shall, to the extent that rights and obligations hereunder have been validly and effectively assigned by it pursuant to such Assignment and AcceptanceAssumption, 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and 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) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Lender Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of the amount of such Lender's then remaining Commitment and $5,000,000 (except in the case of assignments between Lenders at the time already parties hereto), and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptancea Lender Assignment, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 to 3,000. Promptly following its receipt of such Lender Assignment, Note or Notes and fee, the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to accept and record such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by Assignment in the Company shall not be required if an Event of Default has occurred and is continuingRegister. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, (x) 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 AcceptanceLender Assignment, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceLender Assignment, relinquish its rights and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation . Notwithstanding anything to the assignee than it had to the assignor. Any contrary contained in this Agreement, any Lender may at any time pledge or assign all or any portion of its rights hereunder the Advances owing to a Federal Reserve Bank; providedit to any Affiliate of such Lender. No such assignment, that no such pledge or assignment other than to an Eligible Assignee, shall release the assigning Lender from its obligations hereunder. (b) By executing and delivering a Lender Assignment, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Lender from Assignment, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the Parent or the performance or observance by the Borrower or the Parent of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of each Loan Document, together with copies of the financial statements referred to in Section 5(d) of the Support Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Lender Assignment; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. (c) The Agent shall maintain at its address referred to in Section 8.02 a copy of each Lender Assignment delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Parent, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of a Lender Assignment executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Note or Notes subject to such assignment, the Agent shall, if such Lender Assignment has been completed and is in substantially the form of Exhibit 8.07 hereto, (i) accept such Lender Assignment, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within 10 Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Agent in exchange for the surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Commitment assumed by it pursuant to such Lender Assignment and, if the assigning Lender has retained a Commitment hereunder, a new Note to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Lender Assignment and shall otherwise be in substantially the form of Exhibit 1.01A-1 hereto. (e) Each Lender may sell participations to one or more banks, financial institutions or other entities in all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or a portion of its Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, and (iv) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. (f) Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower or the Parent furnished to such Lender by or on behalf of the Borrower or the Parent; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree, in accordance with the terms of Section 8.08, to preserve the confidentiality of any Confidential Information relating to the Borrower or the Parent received by it from such Lender. (g) If any Lender (or any bank, financial institution, or other entity to which such Lender has sold a participation) shall (i) make any demand for payment under Section 2.08 or 2.13, (ii) give notice to the Agent pursuant to Section 2.14 or (iii) determine not to extend the Termination Date in response to any request by the Borrower pursuant to Section 2.18, then (A) in the case of any demand made under clause (i), above, or the occurrence of the event described in clause (ii), above, within 30 days after any such demand or occurrence (if, but only if, in the case of any demanded payment described in clause (i), such demanded payment has been made by the Borrower), and (B) in the case of the occurrence of the event described in clause (iii), above, at any time prior to the then-scheduled Termination Date, the Borrower may, with the approval of the Agent (which approval shall not be unreasonably withheld), and provided that no Event of Default or Unmatured Default shall then have occurred and be continuing, demand that such Lender assign in accordance with this Section 8.07 to one or more Eligible Assignees designated by the Borrower all (but not less than all) of such Lender's Commitment and the Advances owing to it within the period ending on the latest to occur of (x) the last day in the period described in clause (A) or (B), above, as applicable, (y) the last day of the longest of the then current Interest Periods for such Advances, and (z) the latest maturity date of any B Advances owing to such Lender. If any such Eligible Assignee designated by the Borrower shall fail to consummate such assignment on terms acceptable to such Lender, or if the Borrower shall fail to designate any such Eligible Assignees for all or part of such Lender's Commitment or Advances, then such demand by the Borrower shall become ineffective; it being understood for purposes of this subsection (g) that such assignment shall be conclusively deemed to be on terms acceptable to such Lender, and such Lender shall be compelled to consummate such assignment to an Eligible Assignee designated by the Borrower, if such Eligible Assignee (1) shall agree to such assignment by entering into a Lender Assignment with such Lender and (2) shall offer compensation to such Lender in an amount equal to all amounts then owing by the Borrower to such Lender hereunder and under the Note made by the Borrower to such Lender, whether for principal, interest, fees, costs or expenses (other than the demanded payment referred to above and payable by the Borrower as a condition to the Borrower's right to demand such assignment), or otherwise. (h) Anything in this Section 8.07 to the contrary notwithstanding, any Lender may assign and pledge all or any portion of its Commitment and the Advances owing to it to any Federal Reserve Bank (and its transferees) as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder. SECTION 8.08.

Assignments and Participations. (a) Each Lender may may, with the prior written consent of the Borrowers, the Fronting Banks (in each Fronting Bank’s sole discretion), the Swing Line Lenders (in each Swing Line Lender’s sole discretion) and the Administrative Agent (which consents, in the case of the Borrowers and the Administrative Agent, shall not unreasonably be withheld or delayed and, in the case of the Borrowers, shall not be required if an Event of Default then exists), assign to one or more Eligible Assignees 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 and Commitment, the Advances owing to it and any 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) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 (or if less, the entire amount of such Lender’s Commitment) and assigned amounts must shall be in increments an integral multiple of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its continuing 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may may, upon written notice to the Agent, and, solely to the extent required by the commercial paper program of any Issuer, Xxxxx’x, S&P, Fitch, DBRS and Taiwan Ratings, shall assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; 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) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment Commitment, if applicable with respect to any Lender, of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and assigned amounts must be in increments 10,000,000 or an integral multiple of $1,000,0001,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment, if applicable with respect to any Lender, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 5,000 or such lesser amount as shall be approved by the Agent (iv) the parties to each such assignment shall have agreed to reimburse the Administrative Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Agent, ) incurred by the Agent in connection with such assignment and (v) unless an Event of Default shall have occurred and be continuing, or such assignment shall be to an Affiliate of such Lender, the Company and the Administrative Agent Borrower shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, delivery and acceptance by the Agent and recordingthe recording by the Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Agent, unless a later date is specified therein, (xi) 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 hereunder and (yii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender With the prior consent of the Administrative Agent, each Purchaser may upon at least 30 days notice to its related Deal Agent, the Issuer and the Servicer, assign to one or more Eligible Assignees entities that issues commercial paper all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such -------- ------- assignment shall be of a constant, and not a varying, varying percentage of all of the assigning LenderPurchaser's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party Purchaser being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and assigned amounts must be in increments 10,000,000 or an integral multiple of $1,000,0001,000,000 in excess of that amount and (B) the full amount of the assigning Purchaser's Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative related Deal Agent, for its their acceptance and recording in the Register, an Assignment and AcceptanceAcceptance in the form of Exhibit C hereto, and together with a processing and recordation fee of --------- $3,500 to or such lesser amount as shall be approved by the Administrative Agent, and related Deal Agent (v) such assignment shall not require the Issuer to register as an "investment company" under the Investment Company Act and (vi) the Administrative parties to each such assignment shall have agreed to reimburse the related Deal Agent and Purchasers for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the related Deal Agent and Purchasers) incurred by the related Deal Agent and Purchasers, respectively, in connection with such assignment, and, provided, further, that upon the effective -------- ------- date of such assignment all of the related Purchasers' internal control conditions shall be satisfied. Except with respect to assignments to First Union or any of its banking Affiliates or for assignments to one or more entities that issue commercial paper for which the VFCC Deal Agent acts as Deal Agent, no such assignment shall become effective unless the Issuer shall have consented to such assignmentin writing thereto, which consent shall will not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, delivery and acceptance by the related Deal Agent and recordingthe recording by the related Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the related Deal Agent, unless a later date is specified therein, (xi) 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 Purchaser hereunder and (yii) the Lender Purchaser assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement except with respect to actions theretofore taken (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning LenderPurchaser's rights and obligations under this Agreement, such Lender Purchaser shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) the Borrower (unless a Prepayment Event or an Event of Default shall have occurred and be continuing) and the Administrative Agent shall have consented to such assignment (with each such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (iv) below; (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, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2iii) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 10,000,000 and assigned amounts must shall be in increments an integral multiple of $1,000,000, 1,000,000 (iii) each such assignment or shall be to an Eligible Assignee, the total amount of the assigning Lender's Commitment); and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any promissory notes held by the assigning Lender and a processing and recordation fee of $3,500 (plus an amount equal to out-of-pocket legal expenses of the Administrative Agent, and (v) the Company and estimated by the Administrative Agent shall have consented and advised to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuingparties). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation . Notwithstanding anything to the assignee than it had to the assignor. Any contrary contained in this Agreement, any Lender may at any time pledge or may assign all or any portion of its rights hereunder and obligations under this Agreement to a Federal Reserve Bankany Affiliate or Approved Fund of such Lender. By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; provided, that (ii) such assigning Lender makes no such pledge representation or assignment shall release such Lender from warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01(e) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. The Administrative Agent shall maintain at its address referred to in Section 8.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any promissory notes held by the assigning Lender, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Each Lender may sell participations to one or more banks, financial institutions or other entities in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) such Lender's obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the maker of any such Advance for all purposes of this Agreement and (iv) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed assignee or participant, any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information relating to the Borrower received by it from such Lender. If any Lender shall make any demand for payment under Section 2.10 or 2.13, or if any Lender shall be the subject of any notification or assertion of illegality under Section 2.11, then within 30 days after any such demand (if, but only if, such demanded payment has been made by the Borrower) or notification or assertion, the Borrower may, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided that no Prepayment Event, Event of Default or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default, shall then have occurred and be continuing, demand that such Lender assign in accordance with this Section 8.07 to one or more assignees designated by the Borrower and acceptable to the Administrative Agent all (but not less than all) of such Lender's Commitment and the Advances owing to it within the period ending on the later to occur of such 30th day and the last day of the longest of the then current Interest Periods for such Advances; provided, however, that the Borrower shall pay to the Administrative Agent the $3,500 administrative fee payable pursuant to clause (iv) of subsection (a) above if such assignee is not a Lender immediately prior to such assignment. If any such assignee designated by the Borrower and approved by the Administrative Agent shall fail to consummate such assignment on terms acceptable to such Lender, or if the Borrower shall fail to designate any such assignees acceptable to the Administrative Agent for all or part of such Lender's Commitment or Advances, then such demand by the Borrower shall become ineffective; it being understood for purposes of this subsection (h) that such assignment shall be conclusively deemed to be on terms acceptable to such Lender, and such Lender shall be compelled to consummate such assignment to an Eligible Assignee designated by the Borrower, if such Eligible Assignee (A) shall agree to such assignment by entering into an Assignment and Acceptance with such Lender and (B) shall offer compensation to such Lender in an amount equal to all amounts then owing by the Borrower to such Lender hereunder, whether for principal, interest, fees, costs or expenses (other than the demanded payment referred to above and payable by the Borrower as a condition to the Borrower's right to demand such assignment), or otherwise. In addition, in the event that the Borrower shall be entitled to demand the replacement of any Lender pursuant to this subsection (h), the Borrower may, in the case of any such Lender, with the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and provided that no Prepayment Event, Event of Default or event that, with the giving of notice or lapse of time or both, would constitute an Event of Default, shall then have occurred and be continuing, terminate all (but not less than all) such Lender's Commitment and prepay all (but not less than all) such Lender's Advances not so assigned, together with all interest accrued thereon to the date of such prepayment and all fees, costs and expenses and other amounts then owing by the Borrower to such Lender hereunder, at any time from and after such later occurring day in accordance with Section 2.09 hereof (but without the requirement stated therein for ratable treatment of the other Lenders), if and only if, after giving effect to such termination and prepayment, the sum of the aggregate principal amount of the Advances of all Lenders then outstanding does not exceed the then remaining Commitments of the Lenders. Notwithstanding anything set forth above in this subsection (h) to the contrary, the Borrower shall not be entitled to compel the assignment by any Lender demanding payment under Section 2.10(a) of its Commitment and Advances or terminate and prepay the Commitment and Advances of such Lender if, prior to or promptly following any such demand by the Borrower, such Lender shall have changed or shall change, as the case may be, its Applicable Lending Office for its Eurodollar Rate Advances so as to eliminate the further incurrence of such increased cost. In furtherance of the foregoing, any such Lender demanding payment or giving notice as provided above agrees to use reasonable efforts to so change its Applicable Lending Office if, to do so, would not result in the incurrence by such Lender of additional costs or expenses which it deems material or, in the sole judgment of such Lender, be inadvisable for regulatory, competitive or internal management reasons. Anything in this Section 8.07 to the contrary notwithstanding, any Lender may assign and pledge all or any portion of its Commitment and the Advances owing to it to any Federal Reserve Bank (and its transferees) as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder. Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an "SPC") of such Granting Lender identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower, the option to provide to the Borrower all or any part of any Advance that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any such SPC to make any Advance, (ii) if such SPC elects not to exercise such option or otherwise fails to provide all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof and (iii) no SPC or Granting Lender shall be entitled to receive any greater amount pursuant to Section 2.10 or 8.04(b) than the Granting Lender would have been entitled to receive had the Granting Lender not otherwise granted such SPC the option to provide any Advance to the Borrower. The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would otherwise be liable so long as, and to the extent that, the related Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against or join any other person in instituting against such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof. Notwithstanding the foregoing, the Granting Lender unconditionally agrees to indemnify the Borrower, the Administrative Agent and each Lender against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be incurred by or asserted against the Borrower, the Administrative Agent or such Lender, as the case may be, in any way relating to or arising as a consequence of any such forbearance or delay in the initiation of any such proceeding against its SPC. Each party hereto hereby acknowledges and agrees that no SPC shall have the rights of a Lender hereunder, such rights being retained by the applicable Granting Lender. Accordingly, and without limiting the foregoing, each party hereby further acknowledges and agrees that no SPC shall have any voting rights hereunder and that the voting rights attributable to any Advance made by an SPC shall be exercised only by the relevant Granting Lender and that each Granting Lender shall serve as the administrative agent and attorney-in-fact for its SPC and shall on behalf of its SPC receive any and all payments made for the benefit of such SPC and take all actions hereunder to the extent, if any, such SPC shall have any rights hereunder. In addition, notwithstanding anything to the contrary contained in this Agreement any SPC may (i) with notice to, but without the prior written consent of any other party hereto, assign all or a portion of its interest in any Advances to the Granting Lender and (ii) disclose on a confidential basis any information relating to its Advances to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 8.07(i) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Advance is being funded by an SPC at the time of such amendment.

Assignments and Participations. (a) Each Lender may may, with the prior written consent of Exelon, the LC Issuer and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by a Borrower pursuant to Section 8.07(g) shall to the extent required by such Section, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and Commitment, the Advances owing to it, its participation in Facility LCs and any Note or Notes held by it); provided, however, provided 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) after giving effect to any such assignment, (1) the Commitment Amount of the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 or, if less, the entire amount of such Lender’s Commitment, and assigned amounts must shall be in increments an integral multiple of $1,000,0001,000,000 or such Lender’s entire Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 4,000 (which shall be payable by one or more of the parties to the Administrative AgentAssignment and Acceptance, and not by any Borrower, and shall not be payable if the assignee is a Federal Reserve Bank), and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent of Exelon shall not be required for an assignment to another Lender or an Affiliate after the occurrence and during the continuance of a Lender and such consent by the Company shall not be required if an any Event of Default has occurred and is continuingDefault. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party heretohereto (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c); provided that ). Notwithstanding anything contained in this Section 8.07(a) to the contrary, (A) the consent of Exelon, the LC Issuer and the Administrative Agent shall not be required with respect to any amounts payable as of the date assignment by any Lender to an Affiliate of such assignment pursuant Lender or to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any another Lender and (B) any Lender may at any time pledge time, without the consent of Exelon, the LC Issuer or the Administrative Agent, and without any requirement to have an Assignment and Acceptance executed, assign all or any portion part of its rights hereunder under this Agreement and any Note to a Federal Reserve Bank; provided, provided that no such pledge or assignment shall release such the transferor Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender Investor may upon at least 30 days’ notice to the related Conduit Lender, the Deal Agent, the Collateral Agent, the Liquidity Agent and S&P and Xxxxx’x, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Lender's Investor’s rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party Investor being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and assigned amounts must be in increments 15,000,000 or an integral multiple of $1,000,000, 1,000,000 in excess of that amount and (B) the full amount of the assigning Investor’s Commitment; (iii) each such assignment shall be to an Eligible Assignee, ; (iv) the parties to each such assignment shall execute and deliver to the Administrative Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 to or such lesser amount as shall be approved by the Administrative Deal Agent, and ; (v) the Company parties to each such assignment shall have agreed to reimburse the Deal Agent, the Liquidity Agent, the Collateral Agent and the Administrative Lenders for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for each of the Deal Agent, the Liquidity Agent shall have consented to and the Lenders) incurred by the Deal Agent, the Liquidity Agent, the Collateral Agent and the Lenders, respectively, in connection with such assignment; and (vi) there shall be no increased costs, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender expenses or an Affiliate of a Lender and such consent taxes incurred by the Company Deal Agent, the Liquidity Agent, the Collateral Agent or the Lenders upon such assignment or participation, and provided further that upon the effective date of such assignment the provisions of Section 3.03(f) of the Administration Agreement shall not be required if an Event of Default has occurred and is continuingsatisfied. Upon such execution, deliverydelivery and acceptance by the Deal Agent, acceptance the Collateral Agent and recordingthe Liquidity Agent and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Deal Agent, the Collateral Agent and the Liquidity Agent, unless a later date is specified therein, (xi) 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 an Investor hereunder and (yii) the Lender Investor assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 Investor’s rights and obligations under this Agreement, such Lender Investor shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender (other than the Designated Bidders) may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to 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 AgreementAgreement (other than any right to make Bid Advances or Bid Advances held by it), (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,00010,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 3,000 to the Administrative Agent, and (v) the Company Borrower and the Administrative Agent Agents shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may Bank may, upon obtaining the prior written consent of the Agent (which consent by any such party shall not be unreasonably withheld or delayed), assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to 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 Bank’s rights and obligations under this Agreementso assigned, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party Bank being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) may be in the amount of such Bank’s entire Commitment but otherwise shall not be less than $5,000,000 10,000,000 and assigned amounts must shall be in increments an integral multiple of $1,000,0001,000,000 unless the Borrower and the Agent otherwise consent, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall (A) execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and Acceptance, Acceptance and (B) deliver to the Agent a processing and recordation fee of $3,500 3,500; provided that the Agent may, in its sole discretion, elect to the Administrative Agentwaive such processing and recording fee, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an no Event of Default has occurred and is continuing, the prior written consent of the Borrower (which consent shall not be unreasonably withheld or delayed) shall be required for an assignment by a Bank to an assignee which is not a Bank or an Affiliate or Approved Fund of a Bank, and (vi) consent of the Agent shall not be required for an assignment by a Bank to an assignee which is a Bank or an Affiliate or Approved Fund of a Bank. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder which effective date shall be a party hereto andat least two Business Days after the execution thereof, 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 hereunder and (y) the Lender Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender Bank shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may upon the written consent of the Administrative Agent and the Borrower (such consent not to be unreasonably withheld), assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and 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) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Lender Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of the amount of such Lender's then remaining Commitment and $5,000,000 15,000,000 (except in the case of assignments between Lenders at the time already parties hereto), and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptancea Lender Assignment, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 to the Administrative Agent3,000. Promptly following its receipt of such Lender Assignment, Note or Notes and (v) the Company and fee, the Administrative Agent shall have consented to accept and record such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by Assignment in the Company shall not be required if an Event of Default has occurred and is continuingRegister. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, (x) 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 AcceptanceLender Assignment, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceLender Assignment, relinquish its rights and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation . Notwithstanding anything to the assignee than it had to the assignor. Any contrary contained in this Agreement, any Lender may at any time pledge or assign all or any portion of its rights hereunder the Advances owing to a Federal Reserve Bank; providedit to any Affiliate of such Lender. No such assignment, that no such pledge or assignment other than to an Eligible Assignee, shall release such the assigning Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to 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) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, 1,000,000 in excess thereof (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to (unless the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of assignor is a Lender and the assignee is an Affiliate such consent by the Company Lender, in which case no fee shall not be required if an Event of Default has occurred and is continuingrequired)). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or (i) upon notice to the Borrower and the Agent, assign all or any portion of its rights hereunder to a an Affiliate of such Lender or to another Lender or (ii) without notice to or consent of the Borrower or the Agent, pledge as security all or any portion of its rights hereunder, including to any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that (i) the Borrower (unless a Prepayment Event or an Event of Default shall have occurred and be continuing), each LC Issuing Bank and the Administrative Agent shall have consented to such assignment (in the case of the Administrative Agent and the Borrower, with each such consent not to be unreasonably withheld or delayed) by signing the Assignment and Acceptance referred to in clause (iv) below; (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, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2iii) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 10,000,000 and assigned amounts must shall be in increments an integral multiple of $1,000,000, 1,000,000 (iii) each such assignment or shall be to an Eligible Assignee, the total amount of the assigning Lender's Commitment); and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any promissory notes held by the assigning Lender and a processing and recordation fee of $3,500 (plus an amount equal to out-of-pocket legal expenses of the Administrative Agent, and (v) the Company and estimated by the Administrative Agent shall have consented and advised to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuingparties). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation . Notwithstanding anything to the assignee than it had to the assignor. Any contrary contained in this Agreement, any Lender may at any time pledge or may assign all or any portion of its rights hereunder and obligations under this Agreement to a Federal Reserve Bank; provided, that no any Affiliate or Approved Fund of such pledge or assignment shall release such Lender from any of its obligations hereunderLender.

Assignments and Participations. (a) Each Lender Investor may upon at least 30 days' written notice to the Company, the Deal Agent, the Liquidity Agent and S&P and Mxxxx'x, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, howeverPROVIDED HOWEVER, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning LenderInvestor's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party Investor being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and assigned amounts must be in increments or an integral multiple of $1,000,0001,000,000 in excess of that amount and (B) the full amount of the assigning Investor's Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties assigning Investor and the assignee with respect to each such assignment shall execute and deliver to the Administrative Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 to or such lesser amount as shall be approved by the Administrative Agent, Deal Agent and (v) the Company parties to each such assignment shall have agreed to reimburse the Deal Agent, the Liquidity Agent and the Administrative Company for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for each of the Deal Agent, the Liquidity Agent shall have consented to and the Company) incurred by the Deal Agent, the Liquidity Agent and the Company, respectively, in connection with such assignment, which consent and PROVIDED FURTHER that upon the effective date of such assignment the provisions of Section 3.03(f) of the Administration Agreement shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuingsatisfied. Upon such execution, delivery, delivery and acceptance by the Deal Agent and recordingthe Liquidity Agent and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Deal Agent and the Liquidity Agent, unless a later date is specified therein, (xi) 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 an Investor hereunder and (yii) the Lender Investor assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 LenderInvestor's rights and obligations under this Agreement, such Lender Investor shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each At any time after the Closing Date each Lender may may, with the prior consent of the Agent and the Borrower, which consent shall not be unreasonably withheld, assign to one or more Eligible Assignees banks or financial institutions all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Notes payable to its Commitment and the Advances owing to itorder); 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 (including Loans and Participations) under this Agreement, Agreement (ii) after giving effect to any such assignmentfor each assignment involving the issuance and transfer of Notes, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the execute an Assignment and Acceptance with respect and the Borrower hereby consents to such execute replacement Notes to give effect to the assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment the minimum Commitment which shall be assigned is (x) $5,000,000, in the case of an assignment by one existing Lender to an Eligible Assigneeanother existing Lender, and (y) $10,000,000 in all other cases, and in multiples of $1,000,000 in excess thereof, (together with which the assigning Lender's applicable portion of Participations and the Letter of Credit Commitment shall also be assigned) and (iv) the parties to each such assignment assignee shall execute and deliver to the Administrative Agent, for its acceptance and recording have an office located in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuingUnited States. Upon such execution, delivery, acceptance approval and recordingacceptance, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder or under such Notes have been assigned or negotiated to it pursuant to such Assignment and Acceptance, Acceptance have the rights and obligations of a Lender hereunder (including, in respect of the Collateral, all the rights and obligations of a Lender, as fully as if such assignee had been named as a Lender in this Agreement) and a holder of such Notes and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder or under such Notes have been assigned or negotiated by it pursuant to such Assignment and 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 future obligations under this Agreement, such Lender . No assignee shall cease have the right to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment further assign its rights and obligations pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignorthis Section 10.1. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or who makes an assignment shall release such Lender from any pay to the Agent a one-time administrative fee of its obligations hereunder$3,000.00 which fee shall not be reimbursed by Borrower.

Assignments and Participations. (a) Each Lender Investor may upon at least 30 days notice to its related CP Conduit, the Deal Agent, the Collateral Agent, the related Liquidity Agent and S&P and Xxxxx’x, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Lender's Investor’s rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party Investor being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and assigned amounts must be in increments 15,000,000 or an integral multiple of $1,000,000, 1,000,000 in excess of that amount and (B) the full amount of the assigning Investor’s Commitment; (iii) each such assignment shall be to an Eligible Assignee, ; (iv) the parties to each such assignment shall execute and deliver to the Administrative Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 to or such lesser amount as shall be approved by the Administrative Deal Agent, and ; (v) the Company parties to each such assignment shall have agreed to reimburse the Deal Agent, the Liquidity Agents, the Collateral Agent and the Administrative CP Conduits for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for each of the Deal Agent, the Liquidity Agents and the CP Conduits) incurred by the Deal Agent, the Liquidity Agents, the Collateral Agent shall have consented to and the CP Conduits, respectively, in connection with such assignment; and (vi) there shall be no increased costs, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender expenses or an Affiliate of a Lender and such consent taxes incurred by the Company Deal Agent, the Liquidity Agents, the Collateral Agent or the CP Conduits upon such assignment or participation, and provided further that upon the effective date of such assignment the provisions of Section 3.03(f) of the Administration Agreement shall not be required if an Event of Default has occurred and is continuingsatisfied. Upon such execution, deliverydelivery and acceptance by the Deal Agent, acceptance the Collateral Agent and recordingthe Liquidity Agents and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Deal Agent, the Collateral Agent and the Liquidity Agents, unless a later date is specified therein, (xi) 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 an Investor hereunder and (yii) the Lender Investor assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 Investor’s rights and obligations under this Agreement, such Lender Investor shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender Funding Agent, each of the Conduit Purchasers and the Committed Purchasers and their respective assignees may assign without any prior written consent, in whole or in part, its interest in the Transferred Assets and rights and obligations hereunder to one any Permitted Transferee. To effectuate an assignment hereunder, both the assignee and the assignor (including, as appropriate, the Conduit Purchaser, its Committed Purchaser(s) and its Funding Agent) will be required to execute and deliver to the Transferor, the Servicer and the Administrative Agent an Assignment and Assumption Agreement. Following any assignment in accordance with the foregoing criteria, the Ownership Group Percentage and Ownership Group Purchase Limit of each Ownership Group hereunder (after giving effect to the assignment) will be adjusted to such extent as may be necessary to reflect such assignment (and Schedule I hereto shall be deemed to be amended accordingly). Notwithstanding the foregoing, the applicable Conduit Support Documents shall govern the ability of (i) a Conduit Purchaser to assign, participate, or more Eligible Assignees otherwise transfer any portion of the Transferred Assets (and the rights and obligations hereunder owned by it) to its Conduit Support Providers and (ii) a Conduit Support Provider to assign, participate, or otherwise transfer any portion of the Transferred Assets (and the rights and obligations hereunder) owned by such Conduit Support Provider. The Transferor and the Servicer hereby agree and consent to the complete assignment by the applicable Owners of all of, or the grant of a security interest in (or pledge of) all or a any portion of its of, their respective rights under, interest in, title to and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing Related Documents to it); providedthe respective collateral agent or trustee 736942168 19632398738387080 under the applicable Conduit Purchaser’s Commercial Paper program, 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) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of without the date of the Assignment execution and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case delivery of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Assumption Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender and the Issuing Lender may sell, transfer, negotiate or assign to one or more other Lenders or Eligible Assignees all or a portion of its Revolving Credit Commitment, commitment to issue Letters of Credit, the Revolving Credit Loans and Letter of Credit Outstandings owing to it and the Revolving Credit Notes held by it and a commensurate portion of its rights and obligations hereunder and under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)other Loan Documents; provided, however, that (i) the aggregate amount of the Revolving Credit Commitments, Revolving Credit Loans and Letter of Credit Outstandings being assigned pursuant to 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) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the assignor's entire interest, except (x) with the consent of the US Borrower and the Administrative Agent, or (y) during the continuance of an Event of Default, or (z) a Lender may assign a portion of its Revolving Credit Commitment, Revolving Credit Loans and Letter of Credit Outstandings to another existing Lender or Lenders only, provided that the aggregate amount of the Revolving Credit Commitment, Revolving Credit Loans and Letter of Credit Outstandings retained by the assignor shall in no event be less than $5,000,000 and assigned amounts must be in increments of $1,000,00010,000,000, (iiiii) each such assignment assignee hereunder shall also be to an Eligible Assignee, (iii) the assignment -107- 115 by any Lender of its Canadian Revolving Credit Sub-Commitment (or any portion thereof) shall constitute the assignment of a like amount of such Lender's (or its respective Affiliate's) Revolving Credit Commitment and (iv) any assignment of all or any portion of the Revolving Credit Commitment of any Lender shall be required to be accompanied by the assignment of all or such portions of the Canadian Revolving Credit Sub-Commitment and/or Dollar Revolving Credit Sub-Commitment of such Lender (or its respective Affiliate) as is equal, in the aggregate, to the amount of the Revolving Credit Commitment being so assigned. The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Registerrecording, an Assignment and Acceptance, together with the Revolving Credit Notes (or an Affidavit of Loss and a processing and recordation fee of $3,500 Indemnity with respect to such Revolving Credit Notes satisfactory to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented subject to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, (xA) the assignee thereunder shall be become a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and thereunder, and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreementthe Loan Documents, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender No Bank may assign to one or more Eligible Assignees all or a any other Person any portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a any portion of its Commitment and or the Advances Loan at the time owing to it and Note held by it); provided, however, that ) unless each of the following conditions is or has been satisfied: (i) the Agent has given its prior written consent (which consent will not be unreasonably withheld), (ii) the Borrower has given its prior written consent (which consent will not be unreasonably withheld, and shall not be required upon the occurrence and during the continuance of an Event of Default), (iii) each such assignment shall be is of a constant, and not a varying, percentage of all of the assigning LenderBank's rights and obligations under this Agreement, (iiiv) after giving effect to any such assignmentthe assignment is for a Commitment of $5,000,000.00 or more, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (ivv) the parties to each such assignment shall execute have executed and deliver delivered to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and Acceptance, substantially in the form of Exhibit B hereto (the "Assignment and a processing and recordation fee of $3,500 to the Administrative AgentAcceptance"), and (v) the Company and the Administrative Agent shall have consented together with any Note subject to such assignment, which consent one or more signature pages to this Agreement containing the signature of the assignee, one or more signature pages to the Intercreditor Agreement (if in effect) containing the signature of the assignee, and (following the Effective Date, as defined in the applicable Assignment and Acceptance) payment by the assignee to the Agent for its own account of an assignment administration fee in the amount of $3,500.00, (vi) either the assignor or assignee shall have paid the Agent's reasonable costs and expenses (including without limitation attorneys' fees and expenses) in connection with the assignment, (vii) the Agent shall have delivered to the Borrower a fully executed copy of such Assignment and Acceptance, and (viii) the assignee is (A) a state or national commercial bank located in the United States or (B) a bank organized under a jurisdiction other than the United States, provided that such foreign bank has provided the Agent and the Borrower with accurate and complete signed original forms prescribed by the Internal Revenue Service certifying as to such Bank's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to such Bank hereunder, and provided further that such foreign bank shall not be unreasonably withheld; except that such consent shall not be required for an assignment transfer its interests, rights and obligations under this Agreement to another Lender or an any Affiliate of a Lender such foreign bank unless such Affiliate provides the Agent and such consent the Borrower with the aforesaid tax forms. Upon satisfaction of each of the foregoing conditions and upon acceptance and notation by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance and recordingAgent, from and after the effective date Effective Date specified in each Assignment and Acceptance, which Effective Date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder Bank, and (y) the Lender assignor thereunder assigning Bank shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to provided in such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement (andAgreement. Notwithstanding the foregoing, the restrictions contained above in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender Subsection 9.6(a) shall cease not apply to be a party hereto); provided that with respect assignments to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, and the conditions set forth in clauses (i) and (ii) above shall not apply to assignments by any Bank to any Person which controls, is controlled by, or is under common control with, or is otherwise substantially affiliated with that no such pledge or assignment shall release such Lender from any of its obligations hereunderBank.

Assignments and Participations. (a) Each No Lender may assign to one or more Eligible Assignees all or a any other Person any portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a any portion of its Commitment and or the Advances Loan at the time owing to it and Note held by it); provided, however, that ) unless each of the following conditions is or has been satisfied: (i) each of the Documentation Agent and Administrative Agent have given its prior written consent (which consent will not be unreasonably withheld), (ii) the Company has given its prior written consent (which consent will not be unreasonably withheld), (iii) each such assignment shall be is of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (iiiv) after giving effect to any such assignmentthe assignment is for a Commitment of $10,000,000 or more, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (ivv) the parties to each such assignment shall execute have executed and deliver delivered to the Administrative Agent, for its acceptance and recording in the Register, Documentation Agent an Assignment and Acceptance, substantially in the form of Exhibit "E" hereto (the "Assignment and a processing and recordation fee of $3,500 to the Administrative AgentAcceptance"), and (v) the Company and the Administrative Agent shall have consented together with any Note subject to such assignment, which consent one or more signature pages to this Agreement containing the signature of the assignee, and (following the Effective Date) payment by the assignee to the Documentation Agent for its own account of an assignment administration fee in the amount of $3,500, (vi) the Documentation Agent shall have delivered to the Company a copy of such fully-executed Assignment and Acceptance, and (vii) the assignee is (A) a state or national commercial bank located in the United States or (B) a bank organized under a jurisdiction other than the United States, provided that such foreign bank has provided the Documentation Agent and the Company with the tax forms prescribed in Section 11.6(c) hereof, and provided further that such foreign bank shall not be unreasonably withheld; except that such consent shall not be required for an assignment transfer its interests, rights and obligations under this Agreement to another Lender or an any Affiliate of a Lender such foreign bank unless such Affiliate provides the Documentation Agent and such consent the Company with the aforesaid tax forms. Upon satisfaction of each of the foregoing conditions and upon acceptance and notation by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance and recordingDocumentation Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shallLender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender Investor may upon at least 30 days' notice to VFCC, the Deal Agent and the Liquidity Agent, and prior to the Termination Date with the consent of the Seller (which consent shall not be unreasonably withheld), assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning LenderInvestor's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party Investor being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and assigned amounts must be in increments 10,000,000 or an integral multiple of $1,000,0001,000,000 in excess of that amount and (B) the full amount of the assigning Investor's Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 to 3,000 or such lesser amount as shall be approved by the Administrative Deal Agent, and (v) the Company and the Administrative Agent parties to each such assignment shall have consented agreed to such assignmentreimburse the Deal Agent, which consent shall not be unreasonably withheld; except that such consent shall not be required the Liquidity Agent and VFCC for an assignment to another Lender or an Affiliate all reasonable fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of a Lender counsel for each of the Deal Agent, the Liquidity Agent and such consent VFCC) incurred by the Company Deal Agent the Liquidity Agent and VFCC, respectively, in connection with such assignment and (vi) there shall not be required if an Event no increased costs, expenses or taxes incurred by the Deal Agent, the Liquidity Agent or VFCC upon such assignment or participation; and provided, further, that upon the effective date of Default has occurred and is continuingsuch assignment the provisions of Section 3.03(f) of the Administration Agreement shall be satisfied. Upon such execution, delivery, delivery and acceptance by the Deal Agent and recordingthe Liquidity Agent and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Deal Agent and the Liquidity Agent, unless a later date is specified therein, (xi) 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 an Investor hereunder and (yii) the Lender Investor assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 LenderInvestor's rights and obligations under this Agreement, such Lender Investor shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may upon at least 30 days’ notice to the Deal Agent, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and assigned amounts must be in increments 15,000,000 or an integral multiple of $1,000,000, 1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment; (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance; (iv) the parties to each such assignment shall have agreed to reimburse the Deal Agent for all fees, costs and a processing expenses (including, without limitation, the reasonable fees and recordation fee out-of-pocket expenses of $3,500 to counsel for each of the Administrative Deal Agent and any other Lenders incurred by the Deal Agent, any other Lenders, respectively, in connection with such assignment; (ivv) each Lender agrees that it will not engage in a general solicitation or general advertising; and (vvvi) the Company and the Administrative Agent there shall have consented to such assignmentbe no increased costs, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender expenses or an Affiliate of a Lender and such consent taxes incurred by the Company shall not be required if an Event of Default has occurred and is continuingDeal Agent, any other Lenders upon such assignment or participation. Upon such execution, delivery, delivery and acceptance by the Deal Agent and recordingany other 91 Lenders and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Deal Agent and any other Lenders, unless a later date is specified therein, (xA) 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 hereunder and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign and delegate to one or more Eligible Assignees all assignees (each an "Assignee") all, or a portion any ratable part of its all, of the Obligations and the other rights and obligations of Lender hereunder and under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)other Loan Documents; provided, however, that Borrowers may continue to deal solely and directly with Lender in connection with the interest so assigned to an Assignee until (i) each written notice of such assignment shall be of a constantassignment, together with payment instructions, addresses, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) after giving effect related information with respect to any such assignmentthe Assignee, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning been given to Administrative Borrower by Lender and the Eligible Assignee party to such an appropriate assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuingagreement. Upon such execution, delivery, acceptance and recording, from From and after the effective date specified in each Assignment that Lender provides Administrative Borrower with such written notice and Acceptanceexecuted assignment and acceptance agreement, (xi) 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 assignment and Acceptanceacceptance agreement, shall have the assigned and delegated rights and obligations of a Lender hereunder under the Loan Documents, and (yii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned and delegated by it pursuant to such Assignment assignment and Acceptanceacceptance agreement, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its obligations under this Agreement (and, and in the case of an Assignment assignment and Acceptance acceptance agreement covering all or the remaining portion of an assigning Lender's rights and obligations under this AgreementAgreement and the other Loan Documents, such Lender shall cease to be a party heretohereto and thereto); provided that with respect , and such assignment shall effect a novation between Borrowers and the Assignee. Immediately upon Borrower's receipt of such fully executed assignment and acceptance agreement, this Agreement shall be deemed to any amounts payable as be amended to the extent, but only to the extent, necessary to reflect the addition of the date Assignee and the resulting adjustment of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignorrights and duties of Lender arising therefrom. Any Lender may at any time pledge sell to one or assign more commercial banks, financial institutions, or other Persons not Affiliates of Lender (a "Participant") participating interests in Obligations and the other rights and interests of Lender hereunder and under the other Loan Documents, provided, however, that (i) Lender shall remain the "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations and the other rights and interests of Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and Lender's obligations under this Agreement shall remain unchanged, (ii) Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers and Lender shall continue to deal solely and directly with each other in connection with Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) Lender shall not transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums; and (v) all amounts payable by Borrowers hereunder shall be determined as if Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through Lender and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the Borrowers, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by Lender. In connection with any such assignment or participation or proposed assignment or participation, a Lender may disclose all documents and information which it now or hereafter may have relating to Borrowers or Borrowers' business. Any other provision in this Agreement notwithstanding, Lender may at any time create a security interest in, or pledge, all or any portion of its rights hereunder to a under and interest in this Agreement in favor of any Federal Reserve Bank; providedBank in accordance with Regulation A of the Federal Reserve Bank or United States Treasury Regulation 31 CFR Section 203.14, that no and such Federal Reserve Bank may enforce such pledge or assignment shall release such Lender from security interest in any of its obligations hereundermanner permitted under applicable law.

Assignments and Participations. (a) Each The Lender may may, with the express prior written consent of the Deal Agent (in its sole discretion) upon at least 30 days notice to the Deal Agent and the Collateral Agent, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Lender's rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and assigned amounts must be in increments 15,000,000 or an integral multiple of $1,000,000, 1,000,000 in excess of that amount and (B) the full amount of the Lender's Commitment; (iii) each such assignment shall be to an Eligible Assignee, ; (iv) the parties to each such assignment shall execute and deliver to the Administrative Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 to or such lesser amount as shall be approved by the Administrative Deal Agent, and ; (v) the Company parties to each such assignment shall have agreed to reimburse the Deal Agent and the Administrative Collateral Agent shall have consented to for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Deal Agent) incurred by the Deal Agent and the Collateral Agent, respectively, in connection with such assignment; and (vi) there shall be no increased costs, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender expenses or an Affiliate of a Lender and such consent taxes incurred by the Company shall not be required if an Event of Default has occurred and is continuingDeal Agent or the Collateral Agent upon such assignment or participation. Upon such execution, delivery, delivery and acceptance by the Deal Agent and recordingthe Collateral Agent and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Deal Agent and the Collateral Agent, unless a later date is specified therein, (xi) 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 the Lender hereunder and (yii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender and the Issuing Lender may sell, transfer, negotiate or assign to one or more other Lenders or Eligible Assignees all or a portion of its Commitments, commitment to issue Letters of Credit, the Loans and Letter of Credit Outstandings owing to it and the Notes held by it and a commensurate portion of its rights and obligations hereunder and under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)other Loan Documents; provided, however, that (i) the aggregate amount of the Commitments, Loans and Letter of Credit Outstandings being assigned pursuant to 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) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the assignor's entire interest, except (x) with the consent of the Borrower and the Administrative Agent, or (y) during the continuance of an Event of Default, or (z) a Lender may assign a portion of its Commitments, Loans and Letter of Credit Outstandings to another existing Lender or Lenders only, provided that the aggregate amount of the Commitments, Loans and Letter of Credit Outstandings retained by the assignor shall in no event be less than $5,000,000 10,000,000, and assigned amounts must be in increments of $1,000,000, (iiiii) each such assignment assignee hereunder shall also be to an Eligible Assignee, (iv) the . The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Registerrecording, an Assignment and Acceptance, together with the Notes (or an Affidavit of Loss and a processing and recordation fee of $3,500 Indemnity with respect to such Notes satisfactory to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented subject to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, (xA) the assignee thereunder shall be become a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and thereunder, and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreementthe Loan Documents, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the A Advances owing to 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 AgreementAgreement (other than any B Advances), (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,00010,000,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a any Affiliate of such Lender or any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender -------- from any of its obligations hereunder.

Assignments and Participations. (a) Each At any time after the Closing Date each Lender may may, with the prior consent of the Agent and (so long as no Default or Event of Default has occurred and is continuing) the Borrower, which consents shall not be unreasonably withheld, assign to one or more Eligible Assignees banks or financial institutions all or a portion of its rights and obligations under this Agreement the Loan Documents (including, without limitation, all or a portion of any Note payable to its Commitment and the Advances owing to itorder); provided, however, that (i) each such assignment with respect to the Revolving Credit Facility shall be of a constant, constant and not a varying, varying percentage of all of the assigning Lender's rights and obligations under this Agreementthe Revolving Credit Facility, Letter of Credit Facility and Swing Line Facility, (ii) after giving effect to any such assignmentfor each assignment involving the issuance and transfer of a Note, (1) the assigning Lender shall no longer have execute the applicable Assignment and Acceptance and the Borrower hereby agrees to execute a replacement Note or Notes to give effect to the assignment, (iii) in any Commitment or (2) case the amount of Revolving Credit Commitment and Letter of Credit Commitment, or the Commitment amount of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined Term Loan Commitment, as applicable, which shall be assigned is a minimum of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments and, if greater, an amount which is an integral multiple of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment assignee shall execute and deliver to the Administrative Agent, for its acceptance and recording have an office located in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative AgentUnited States, and (v) no consent of the Company and Borrower or the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an in connection with any assignment by a Lender to another Lender or to an Affiliate affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuingany Lender. Upon such execution, delivery, acceptance approval and recordingacceptance, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder or under any such Note have been assigned or negotiated to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and a holder of such Note and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder or under such Note have been assigned or negotiated by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or who makes an assignment shall release such Lender from any pay to the Agent a one-time administrative fee of its obligations hereunder$3,500 which fee shall not be reimbursed by the Borrower.

Assignments and Participations. (a) Each At any time after the Closing Date each Lender may may, with the prior consent of the Agent and (so long as no Default or Event of Default shall have occurred and be continuing) the Borrower, which consents shall not be unreasonably withheld, assign to one or more Eligible Assignees banks or financial institutions all or a portion of its rights and obligations under this Agreement the Loan Documents (including, without limitation, all or a portion of any Notes payable to its Commitment and the Advances owing to itorder); provided, however, that (i) each such assignment shall be of a constant, constant and not a varying, varying percentage of all of the assigning Lender's rights and obligations under this Agreementthe Letter of Credit Facility and the Bridge Facility, (ii) after giving for each assignment involving the issuance and transfer of Notes, the assigning Lender shall execute an Assignment and Acceptance and the Borrower hereby agrees to execute replacement Notes to give effect to any such assignment, (1iii) the assigning minimum Bridge Commitment which shall be assigned is (x) $5,000,000, in the case of an assignment by one existing Lender shall no longer have any Commitment or to another existing Lender, and (2y) the amount $10,000,000 in all other cases, and in multiples of the Commitment of both $1,000,000 in excess thereof (together with which the assigning Lender Lender's applicable portion of Participations and the Eligible Assignee party to such assignment (in each case determined as Letter of the date of the Assignment and Acceptance with respect to such assignment) Credit Commitment shall not also be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assigneeassigned), (iv) the parties to each such assignment assignee shall execute and deliver to the Administrative Agent, for its acceptance and recording have an office located in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative AgentUnited States, and (v) no consent of the Company and Borrower or the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an in connection with any assignment to another Lender or an Affiliate of by a Lender and to an affiliate of such consent by the Company shall not be required if an Event of Default has occurred and is continuingLender. Upon such execution, delivery, acceptance approval and recordingacceptance, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder or under any such Notes have been assigned or negotiated to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and a holder of such Notes and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder or under such Note have been assigned or negotiated by it pursuant to such Assignment and Acceptance, relinquish its rights rights, other than those set forth in Section 3.2(g), Article IV, Section 11.6 and Section 11.12 of this Agreement and be released from its obligations under this Agreement (andAgreement. Except as otherwise provided herein, in the case of any Lender who makes an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender assignment shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation pay to the assignee than it had to Agent a one-time administrative fee of $3,000 which fee shall not be reimbursed by the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderBorrower.

Assignments and Participations. (a) Each Lender Investor may upon at least thirty (30) days' written notice to VFCC, the Deal Agent, the Liquidity Agent and S&P and Xxxxx'x, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, provided however, that (i) each such assignment shall be -------- ------- of a constant, and not a varying, varying percentage of all of the assigning LenderInvestor's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party Investor being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and assigned amounts must be in increments 10,000,000 or an integral multiple of $1,000,0001,000,000 in excess of that amount and (B) the full amount of the assigning Investor's Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 to 5,000 or such lesser amount as shall be approved by the Administrative Deal Agent, and (v) the Company parties to each such assignment shall have agreed to reimburse the Deal Agent, the Liquidity Agent and VFCC for all fees, costs and expenses (including, without limitation, the Administrative reasonable fees and out-of-pocket expenses of counsel for each of the Deal Agent, the Liquidity Agent and VFCC) incurred by the Deal Agent, the Liquidity Agent and VFCC, respectively, in connection with such assignment and (vi) the Borrower shall have consented to such assignment, which consent shall not be unreasonably withheld; except , and provided further that upon the -------- ------- effective date of such consent assignment the provisions of Section 3.03(f) of the Administration Agreement shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuingsatisfied. Upon such execution, delivery, delivery and acceptance by the Deal Agent and recordingthe Liquidity Agent and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Deal Agent and the Liquidity Agent, unless a later date is specified therein, (xi) 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 an Investor hereunder and (yii) the Lender Investor assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 LenderInvestor's rights and obligations under this Agreement, such Lender Investor shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender Party ------------------------------ may assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under 77 this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, 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-------- ------- uniform, and not a varying, percentage of all rights and obligations under and in respect of all of the assigning LenderFacilities and must occur simultaneously with an assignment of a ratable portion of such Lenders' rights and obligations under the Synthetic Lease Documents (and any assignment which is not made in compliance with this clause (i) shall be void and of no force or effect), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender Party or an assignment of all of a Lender Party's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party Party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 and assigned amounts must shall be in increments an integral multiple of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing2,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, (x) 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 Party hereunder and (y) the Lender Party assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 LenderLender Party's rights and obligations under this Agreement, such Lender Party shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees banks or other financial institutions all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Advances owing to it and the Note or Notes held by it) with (and only with and subject to) the prior written consent of the Agent and each Issuing Bank (which shall not be unreasonably withheld or delayed) and, so long as no Event of Default has occurred and is continuing, the Borrower (which shall not be unreasonably withheld or delayed); provided, however, that any Lender may, without the consent of the Borrower, at any time assign to another Lender, an Approved Fund or an Affiliate of such assignor Lender all or a portion of its rights and obligations under this Agreement; and provided, further, 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) after giving effect except in the case of an assignment to any a Person that, immediately prior to such assignment, (1) the assigning was a Lender shall no longer have any Commitment or (2) an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 and assigned amounts must be in increments 10,000,000 or an integral multiple of $1,000,0001,000,000 in excess thereof, and (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing3,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.11, 2.12, 2.14, 2.15 and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment) 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender Any Bank may assign at any time (with the consent of the Company, such consent not to be unreasonably withheld or delayed, the consent of the Agent, such consent not to be unreasonably withheld or delayed, and the consent of the Issuing Bank) sell to one or more Eligible Assignees banks or other entities whose long-term unsecured debt is rated at least "A" or the equivalent by S&P and Xxxxx'x (a "PURCHASING BANK") all or a portion any part of its rights and obligations under this Agreement (includingand any DSR Note which, without limitationexcept in the case of an assignment to a Person that, all or a portion of its Commitment and the Advances owing to 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) after giving effect to any immediately before such assignment, (1) the assigning Lender was a Bank, shall no longer have any Commitment or (2) the be in an amount of the Commitment of both the assigning Lender and the Eligible Assignee party equal to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than the lesser of (x) $5,000,000 and assigned amounts must be in increments (y) 33 1/3% of $1,000,000, (iii) each such assignment shall be the Maximum Stated Amount pursuant to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to executed by such Purchasing Bank, such transferor Bank, the Administrative Agent, and (v) the Company Agent and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement Issuing Bank (and, in the case of a Purchasing Bank that is not then a Bank or an Affiliate thereof, by the Company). Upon (i) such execution of such Assignment and Acceptance covering and (ii) delivery of a copy thereof to the Company 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 same extent as if it were an original party hereto with the Percentage Interest as set forth in such Lender Assignment and Acceptance, which shall cease be deemed to be amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank and the resulting adjustment of Percentage Interests arising from the purchase by such Purchasing Bank of all or a party hereto); provided that with respect to any amounts payable as portion of the date rights and obligations of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at transferor Bank under this Agreement and any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderDSR Note.

Assignments and Participations. (a) Each Lender may upon at least 30 days’ notice to the Deal Agent, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and assigned amounts must be in increments 15,000,000 or an integral multiple of $1,000,000, 1,000,000 in excess of that amount and (B) the full amount of the assigning Lender’s Commitment; (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 or such lesser amount as shall be approved by the Deal Agent; (iv) the parties to each such assignment shall have agreed to reimburse the Administrative AgentDeal Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for each of the Deal Agent and any other Lenders) incurred by the Deal Agent or any other Lenders, respectively, in connection with such assignment; and (v) the Company and the Administrative Agent there shall have consented to such assignmentbe no increased costs, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender expenses or an Affiliate of a Lender and such consent taxes incurred by the Company shall not be required if an Event of Default has occurred and is continuingDeal Agent or any other Lenders upon such assignment or participation. Upon such execution, delivery, delivery and acceptance by the Deal Agent and recordingany other Lenders and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the 109 date of acceptance thereof by the Deal Agent and any other Lenders, unless a later date is specified therein, (xA) 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 hereunder and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender Investor may upon at least 30 days notice to its related CP Conduit, the Deal Agent, the Collateral Agent, the related Liquidity Agent and S&P and Xxxxx'x, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning LenderInvestor's rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party Investor being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and assigned amounts must be in increments 15,000,000 or an integral multiple of $1,000,000, 1,000,000 in excess of that amount and (B) the full amount of the assigning Investor's Commitment; (iii) each such assignment shall be to an Eligible Assignee, ; (iv) the parties to each such assignment shall execute and deliver to the Administrative Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 to or such lesser amount as shall be approved by the Administrative Deal Agent, and ; (v) the Company parties to each such assignment shall have agreed to reimburse the Deal Agent, the Liquidity Agents, the Collateral Agent and the Administrative CP Conduits for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for each of the Deal Agent, the Liquidity Agents and the CP Conduits) incurred by the Deal Agent, the Liquidity Agents, the Collateral Agent shall have consented to and the CP Conduits, respectively, in connection with such assignment; and (vi) there shall be no increased costs, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender expenses or an Affiliate of a Lender and such consent taxes incurred by the Company Deal Agent, the Liquidity Agents, the Collateral Agent or the CP Conduits upon such assignment or participation, and provided further that upon the effective date of such assignment the provisions of Section 3.03(f) of the Administration Agreement shall not be required if an Event of Default has occurred and is continuingsatisfied. Upon such execution, deliverydelivery and acceptance by the Deal Agent, acceptance the Collateral Agent and recordingthe Liquidity Agents and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Deal Agent, the Collateral Agent and the Liquidity Agents, unless a later date is specified therein, (xi) 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 an Investor hereunder and (yii) the Lender Investor assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 LenderInvestor's rights and obligations under this Agreement, such Lender Investor shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement the Loan Documents (including, without limitation, all or a portion of its Commitment and Commitment, the Advances owing to it and the Note or Notes (if any) 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 Agreementthe Loan Documents, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Lender Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of the amount of such Lender's then remaining Commitment and $5,000,000 and assigned amounts must be in increments or any whole multiple of $1,000,0001,000,000 in excess thereof (except in the case of assignments between Lenders at the time already parties hereto and between a Lender and an Affiliate of such Lender), (iii) each so long as no Event of Default shall have occurred and be continuing, the Borrower shall have consented to such assignment shall (which may not be to an Eligible Assigneeunreasonably withheld or delayed), and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptancea Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500 to 3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to accept and record such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by Assignment in the Company shall not be required if an Event of Default has occurred and is continuingRegister. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, (x) 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 AcceptanceLender Assignment, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceLender Assignment, relinquish its rights and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation . Notwithstanding anything to the assignee than it had to the assignor. Any contrary contained in this Agreement, any Lender may at any time pledge or time, with notice to the Borrower and the Agent, assign all or any portion of its rights hereunder the Advances owing to it to any other Lender or any Affiliate of a Federal Reserve Bank; providedLender. No such assignment, that no such pledge other than to an Eligible Assignee, a Lender or assignment an Affiliate of a Lender, shall release such the assigning Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender Note Investor may upon at least 30 days' written notice to the Initial Noteholders, the Deal Agent and the Liquidity Agent assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, howeverPROVIDED HOWEVER, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning LenderNote Investor's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the portion of the Outstanding Amount of the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party Note Investor being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and assigned amounts must be in increments or an integral multiple of $1,000,0001,000,000 in excess of that amount and (B) the full Outstanding Amount of the assigning Note Investor's Note, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties assigning Note Investor and the assignee with respect to each such assignment shall execute and deliver to the Administrative Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 to or such lesser amount as shall be approved by the Administrative Agent, Deal Agent and (v) the Company and the Administrative Agent parties to each such assignment shall have consented agreed to reimburse the Deal Agent, the Liquidity Agent and VFCC for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for each of the Deal Agent, the Liquidity Agent and VFCC) incurred by the Deal Agent, the Liquidity Agent and VFCC, respectively, in connection with such assignment, which consent and PROVIDED FURTHER that upon the effective date of such assignment the provisions of SECTION 3.03(F) of the Amended and Restated Administration Agreement shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuingsatisfied. Upon such execution, delivery, delivery and acceptance by the Deal Agent and recordingthe Liquidity Agent and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Deal Agent and the Liquidity Agent, unless a later date is specified therein, (xi) 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 Note Investor hereunder and (yii) the Lender Note Investor assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 LenderNote Investor's rights and obligations under this Agreement, such Lender Note Investor shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender Bank may and, if demanded by the Borrower pursuant to subsection (g) hereof, shall assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to 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 of the Banks under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party Bank being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 10,000,000 and assigned amounts must shall be in increments an integral multiple of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as defined in Section 8.07(c)), an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing2,500. Upon such execution, delivery, acceptance acceptance, and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (x) 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 hereunder Bank hereunder, and (y) the Lender Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender Bank shall cease to be a party hereto); provided that with respect to any amounts payable as . Notwithstanding the foregoing (unless such assignment is being made on demand of the date of such assignment Borrower pursuant to Sections 2.09subsection (g)), 2.11 or 9.04any Bank assigning its rights and obligations under this Agreement may retain any Competitive Advances made by it outstanding at such time, the Borrowers and in such case shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of retain its rights hereunder to a Federal Reserve Bank; provided, that no in respect of any Advances so retained until such pledge or assignment shall release such Lender from any of its obligations hereunderAdvances have been repaid in full in accordance with this Agreement.

Assignments and Participations. (a) Each Lender may, if approved by the Borrowers and the Administrative Agent (which approvals may not be unreasonably withheld or delayed and which approvals of the Borrowers shall not be required if an Event of Default has occurred and is continuing), and, if demanded by the Borrowers in the event that at any time any Lender shall cease to have the Required Lender Rating, upon at least 5 Business Days’ notice to such Lender and the Administrative Agent, will assign to one or more Eligible Assignees Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Advances owing to it and the 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) after giving effect except in the case of an assignment to any a Person that, immediately prior to such assignment, (1) the assigning was a Lender shall no longer have any Commitment or (2) an assignment of all of a Lender’s rights and obligations under this Agreement, the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 and assigned amounts must be in increments 10,000,000 or an integral multiple of $1,000,0001,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and assignee, if it is not a Lender, shall deliver to the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuingAdministrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (xA) 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 hereunder and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that . Notwithstanding the foregoing, each Lender will have the right, upon notice to the Administrative Agent and with respect to any amounts payable as the approval of the date Borrowers (which approval may not be unreasonably withheld or delayed and which approval shall not be required if an Event of such assignment pursuant Default has occurred and is continuing), to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion part of its rights hereunder and obligations under any Loan Document to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderAffiliates.

Assignments and Participations. (a) Each Lender may may, with the written consent of the Agent and, if a Default or Event of Default does not exist, the Borrower (provided that no written consent of the Agent and (if applicable) the Borrower shall be required in connection with any assignment by a Lender to any Affiliate thereof), assign to one or more Eligible Assignees other lenders or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Commitment, the Loans made by it, and the Advances owing to Notes held by it); provided, however, that (i) such assignment is in an amount which is at least $10,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender's 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, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender Agreement and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Registeracceptance, an Assignment and Acceptance, together with any Note subject to such assignment and such parties shall deliver to the Agent a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing3,500. Upon such execution, delivery, acceptance delivery and recordingacceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Agent (xor such shorter period as shall be agreed to by the Agent and the parties to such assignment), (A) the assignee thereunder shall be become a party hereto "Lender" hereunder and, in addition to the extent that rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder Acceptance and (yB) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of . Any such assignment pursuant to Sections 2.09, 2.11 or 9.04, shall not adversely affect the Borrowers Borrower's rights under this Agreement except that the assigning Lender shall have no greater obligation to not be responsible for the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderassigned.

Assignments and Participations. (a) Each Lender may may, with the prior written consent of the Borrower, each LC Issuer, the Swingline Lenders and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), and if demanded by the Borrower pursuant to Section 8.07(g) shall to the extent required by such Section, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Commitment and Commitment, the Advances owing to itit and its participation in Facility LCs); provided, however, provided 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) after giving effect to any such assignment, (1) the Commitment Amount of the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 10,000,000 or, if less, the entire amount of such Lender’s Commitment, and assigned amounts must shall be in increments an integral multiple of $1,000,0001,000,000 or such Lender’s entire Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 (which shall be payable by one or more of the parties to the Administrative AgentAssignment and Acceptance, and not by the Borrower (except in the case of a demand under Section 8.07(g)), and shall not be payable if the assignee is a Federal Reserve Bank), and (v) the Company and consent of the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent Borrower shall not be required for an assignment to another Lender or an Affiliate after the occurrence and during the continuance of a Lender and such consent by the Company shall not be required if an any Event of Default has occurred and is continuingDefault. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party heretohereto (although an assigning Lender shall continue to be entitled to indemnification pursuant to Section 8.04(c); provided that ). Notwithstanding anything contained in this Section 8.07(a) to the contrary, (A) the consent of the Borrower, the LC Issuers, the Swingline Lenders and the Administrative Agent shall not be required with respect to any amounts payable as of the date assignment by any Lender to an Affiliate of such assignment pursuant Lender or to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any another Lender and (B) any Lender may at any time pledge time, without the consent of the Borrower, any LC Issuer or the Administrative Agent, and without any requirement to have an Assignment and Acceptance executed, assign all or any portion part of its rights hereunder under this Agreement to a Federal Reserve Bank; provided, provided that no such pledge or assignment shall release such the transferor Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more other Lenders or Eligible Assignees all or a portion of its Commitments, the Loans owing to it and the Notes held by it and a commensurate portion of its rights and obligations hereunder and under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)other Loan Documents; provided, however, that (i) the aggregate amount of the Commitments and Loans being assigned pursuant to 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) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the assignor's entire interest, except (x) with the consent of the Borrower and the Administrative Agent, or (y) during the continuance of an Event of Default, or (z) a Lender may assign a portion of its Commitments and Loans to another existing Lender or Lenders only, provided that the aggregate amount of the Commitments and Loans retained by the assignor shall in no event be less than $5,000,000 10,000,000, and assigned amounts must be in increments of $1,000,000, (iiiii) each such assignment assignee hereunder shall also be to an Eligible Assignee, (iv) the . The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Registerrecording, an Assignment and Acceptance, together with the Notes (or an Affidavit of Loss and a processing and recordation fee of $3,500 Indemnity with respect to such Notes satisfactory to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented subject to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, (xA) the assignee thereunder shall be become a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and thereunder, and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreementthe Loan Documents, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (aA) Each Subject to the terms and conditions set forth in this Section 9, each Lender may assign shall have the right to one assign, transfer, sell, negotiate, pledge or more Eligible Assignees all or a portion otherwise hypothecate this Agreement and any of its rights and obligations security hereunder and under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)other Loan Documents; provided, however, that (i) the parties to each such assignment shall execute and deliver to Agent an Assignment and Assumption in the form of Exhibit C attached hereto (the “Assignment and Assumption”), (ii) 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, (iiiii) after giving effect if the potential assignee is not already a Lender hereunder, at least seven (7) days prior to any such the date of the assignment, the potential assignee shall deliver to Agent the fully completed USA Patriot Act and OFAC forms as required by Agent and such other information as Agent shall require to successfully complete the Agent’s USA Patriot Act customer identification process and the review process of the Office of Foreign Assets Control, (1iv) unless the assigning Lender shall no longer have any Commitment or (2) Agent otherwise consents, the aggregate amount of the Commitment to make Advances on the Loan of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and being assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties pursuant to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of no event be less than Fifty Thousand Dollars ($3,500 to the Administrative Agent50,000), and (v) the Company unless Agent and the Administrative Agent shall have consented to such assignmentBorrowers consent, which consent there shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate more than ten (10) Lenders of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuingrecord at any time. Upon such execution, delivery, approval and acceptance of said assignment (including the approval or consent of Borrowers, if so required), and recording, from and after upon the effective date specified in each the applicable Assignment and AcceptanceAssumption, (xa) 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 AcceptanceAssumption, have the rights and obligations of a Lender hereunder and under the other Loan Documents, and Borrowers hereby agree that all of the rights and remedies of a Lender under the Loan Documents in connection with the interest so assigned shall be enforceable against Borrowers by such assignee with the same force and effect and to the same extent as the same would have been enforceable but for such assignment, and (yb) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations under this Agreement (andhereunder and thereunder, except as otherwise provided in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement the Loan Documents (including, without limitation, all or a portion of its Commitment and Commitment, the Advances owing to it and the Note or Notes (if any) 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 Agreementthe Loan Documents, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment and/or Advance of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Lender Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of the amount of such Lender's then remaining Commitment and $5,000,000 1,000,000 (except in the case of assignments between Lenders at the time already parties hereto and assigned amounts must be in increments between a Lender and an Affiliate of $1,000,000such Lender), (iii) each the Agent, the Arranger and, so long as no Event of Default shall have occurred and be continuing, the Borrower, shall have consented to such assignment shall (which may not be to an Eligible Assigneeunreasonably withheld or delayed), and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptancea Lender Assignment, together with any Note or Notes (if any) subject to such assignment and a processing and recordation fee of $3,500 to 3,500. Promptly following its receipt of such Lender Assignment, Note or Notes (if any) and fee, the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to accept and record such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by Assignment in the Company shall not be required if an Event of Default has occurred and is continuingRegister. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and AcceptanceLender Assignment, (x) 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 AcceptanceLender Assignment, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and AcceptanceLender Assignment, relinquish its rights and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation . Notwithstanding anything to the assignee than it had to the assignor. Any contrary contained in this Agreement, any Lender may at any time pledge or time, with notice to the Borrower and the Agent, assign all or any portion of its rights hereunder the Advances owing to it to any other Lender or any Affiliate of a Federal Reserve Bank; providedLender. No such assignment, that no such pledge other than to an Eligible Assignee, a Lender or assignment an Affiliate of a Lender, shall release such the assigning Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Revolving Credit Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement hereunder (including, without limitation, including all or a portion of its Commitment rights and obligations with respect to the Revolving Loans, the Swing Loans and the Advances owing to itLetters of Credit); provided, however, that (i) each if any such assignment shall be of a constantthe assigning AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION Revolving Credit Lender’s Revolving Credit Outstandings and Revolving Credit Commitments, and not a varying, such assignment shall cover the same percentage of all of the assigning such Revolving Credit Lender's rights ’s Revolving Credit Outstandings and obligations under this AgreementRevolving Credit Commitments, (ii) after giving effect the aggregate amount being assigned pursuant to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event (if less than the assignor’s entire interest) be less than $5,000,000 and assigned amounts must be in increments or an integral multiple of $1,000,0001,000,000 in excess thereof, except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender, (iii) each if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to prior consent of the Administrative Agent, the Borrower and each Issuer (which consent of the Borrower, the Administrative Agent and each Issuer shall each not be unreasonably withheld or delayed) and (iv) each Revolving Credit Lender shall establish and maintain a record of whether such assignment is an assignment of Revolving Credit Outstandings or Revolving Credit Commitments under any Revolving Credit Commitment Increase that is subject to any mandatory commitment reductions and/or prepayment provided herein (including, for its acceptance avoidance of doubt, the automatic reduction and recording corresponding prepayment after the last day of the Amendment No. 5 Incremental Period as set forth in Section 2.5 (Reduction and Termination of the RegisterRevolving Credit Commitments)); provided, an Assignment and Acceptancehowever, and a processing and recordation fee of $3,500 that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative AgentAgent within 5 Business Days of having received notice thereof; and provided, and (v) further, that, notwithstanding any other provision of this Section 11.2, the Company and consent of the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent Borrower shall not be required for an any assignment to another occurring when any Event of Default shall have occurred and be continuing. In addition, any Lender may make, carry or transfer Revolving Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of a Lender and such consent by the Company shall not be required if Lender, solely to facilitate any Borrowing in an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderAlternative Currency.

Assignments and Participations. (a) Each Lender Investor may upon at least 30 days' notice to VFCC, the Deal Agent and the Liquidity Agent, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, -------- however, that (i) each such assignment shall be of a constant, and not a varying, varying ------- percentage of all of the assigning LenderInvestor's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party Investor being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and assigned amounts must be in increments 15,000,000 or an integral multiple of $1,000,0001,000,000 in excess of that amount and (B) the full amount of the assigning Investor's Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 to or such lesser amount as shall be approved by the Administrative Deal Agent, and (v) the Company and the Administrative Agent parties to each such assignment shall have consented agreed to such assignmentreimburse the Deal Agent, which consent shall not be unreasonably withheld; except that such consent shall not be required the Liquidity Agent and VFCC for an assignment to another Lender or an Affiliate all reasonable fees, costs and expenses (including, without limit ation, the reasonable fees and out-of-pocket expenses of a Lender counsel for each of the Deal Agent, the Liquidity Agent and such consent VFCC) incurred by the Company Deal Agent, the Liquidity Agent and VFCC, respectively, in connection with such assignment and (vi) there shall not be required if an Event no increased costs, expenses or taxes incurred by the Deal Agent, the Liquidity Agent or VFCC upon such assignment or participation; and provided, --------- further, that upon the effective date of Default has occurred and is continuingsuch assignment the provisions of -------- Section 3.03(f) of the Administration Agreement shall be satisfied. Upon such execution, delivery, delivery and acceptance by the Deal Agent and recordingthe Liquidity Agent and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Deal Agent and the Liquidity Agent, unless a later date is specified therein, (xi) 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 an Investor hereunder and (yii) the Lender Investor assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 LenderInvestor's rights and obligations under this Agreement, such Lender Investor shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each At any time after the Effective Date each Lender may, with the prior consent of the Agent and the Borrowers, which consents shall not be unreasonably withheld (it being understood that consent may be withheld by the Borrowers if such assignment would subject the Borrowers to the payment of any additional amounts pursuant to the provisions of Section 4.06 hereof), assign to one or more Eligible Assignees banks or financial institutions all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Note payable to its Commitment and the Advances owing to itorder); 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 (including Loans and Participations) under this Agreement, (ii) after giving effect to any such assignmentfor each assignment involving the issuance and transfer of a Note, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the execute an Assignment and Acceptance with respect and the Borrowers hereby consent to such execute a replacement Note or Notes to give effect to the assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment the minimum Revolving Credit Commitment which shall be to an Eligible Assigneeassigned is $5,000,000 (together with which the assigning Lender's applicable portion of Participations and the Letter of Credit Commitment and Reserve Line Commitment shall also be assigned), (iv) the parties to each such assignment assignee shall execute and deliver to the Administrative Agent, for its acceptance and recording have an office located in the RegisterUnited States, (v) an Assignment assignment (other than an assignment of 100% of its interest) by NationsBank shall not include any portion of the Swing Line or obligation to issue Letters of Credit, (vi) except with the prior written approval of the Borrowers, there shall not be more than ten (10) Lenders at any one time, (vii) at the time of such assignment, such assignee shall be able to make Loans in Dollars and Acceptance, and a processing and recordation fee of $3,500 to the Administrative Agenteach Offshore Currency, and (vviii) the Company and the Administrative Agent such Assignee shall have consented to such assignmentcomplied with Sections 4.06(b), which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender (c) and such consent by the Company shall not be required if an Event of Default has occurred and is continuing(d) hereof. Upon such execution, delivery, acceptance approval and recordingacceptance, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder or under such Note have been assigned or negotiated to it pursuant to such Assignment and Acceptance, Acceptance have the rights and obligations of a Lender hereunder and a holder of such Notes and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder or under such Notes have been assigned or negotiated by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from that portion of its obligations under this Agreement (and, in applicable to the case rights so assigned; provided that such assignor shall not be released from liability to the Borrowers for any acts or omissions of such assignor prior to such assignment. Any Lender who makes an Assignment and Acceptance covering all or assignment shall pay to the remaining portion Agent a one-time administrative fee of an assigning Lender's $2,500.00 which fee shall not be reimbursed by the Borrowers. No assignee shall have the right to further assign its rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09this Section 11.01, 2.11 except that NationsBank or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any any other Lender may at any time pledge or assign all or any portion part of its rights hereunder hereunder, without the consent of any other Person, to a any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each No Lender may assign to one or more Eligible Assignees all or a any other Person any portion of its interests, rights and obligations under this Agreement (including, without limitation, all or a any portion of its Commitment and or the Advances Loan at the time owing to it and Note held by it); provided, however, that ) unless each of the following conditions is or has been satisfied: (i) the Administrative Agent has given its prior written consent (which consent will not be unreasonably withheld), (ii) the Company has given its prior written consent, (iii) each such assignment shall be is of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute have executed and deliver delivered to the Administrative Agent, for its acceptance and recording in the Register, Agent an Assignment and Acceptance, substantially in the form of EXHIBIT "D" hereto (the "Assignment and a processing Acceptance"), together with any Note subject to such assignment, and recordation fee of $3,500 together with payment by the assignee to the Administrative AgentAgent for its own account of an assignment administration fee in the amount of $750, and (v) the Company and the Administrative Agent shall have consented delivered to the Company a fully executed copy of such Assignment and Acceptance, and (vi) the assignee is (A) a state or national commercial bank located in the United States or (B) a United States branch or agency of a foreign commercial branch, PROVIDED that the assignment to such assignment, which consent shall branch or agency will not cause the Companies to be unreasonably withheld; except that such consent shall not be required liable for an assignment any additional costs or subject the Companies to another Lender any foreign taxation or an Affiliate bank regulation. Upon satisfaction of a Lender each of the foregoing conditions and such consent upon acceptance and notation by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance and recordingAdministrative Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five (5) Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder Lender, and (y) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to provided in such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement (andAgreement. Notwithstanding the foregoing, the restrictions contained above in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender Section 10.6(a) shall cease not apply to be a party hereto); provided that with respect assignments to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, and the conditions set forth in clauses (i) and (ii) above shall not apply to assignments by any Lender to any Person which controls, is controlled by, or is under common control with, or is otherwise substantially affiliated with that no such pledge or assignment shall release such Lender from any of its obligations hereunderLender.

Assignments and Participations. (a) Each Lender may may, with the written consent of the Agents, assign to one or more Eligible Assignees other lenders or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Commitment, the Loans made by it, the Notes held by it and the Advances owing to itits Pro Rata Share of Letter of Credit Obligations); provided, however, that (i) such assignment is in an amount which is at least $10,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender's 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, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each no such assignment shall be made, other than by NationsBanc or CIT, prior to an Eligible Assigneethe Syndication Date, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Registeracceptance, an Assignment and Acceptance, together with any Note subject to such assignment and such parties (other than the Borrowers or the Company) shall deliver to the Administrative Agent a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing5,000. Upon such execution, delivery, acceptance delivery and recordingacceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Administrative Agent (xor such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall be become a party hereto "Lender" hereunder and, in addition to the extent that rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder Acceptance and (yB) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of . Any such assignment pursuant to Sections 2.09, 2.11 or 9.04, shall not adversely affect the Borrowers Borrowers' rights under this Agreement except that the assigning Lender shall have no greater obligation to not be responsible for the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderassigned.

Assignments and Participations. (a) Each At any time after the Closing Date each Lender may may, with the prior consent of the Agent and the Borrowers, which consents shall not be unreasonably withheld, assign to one or more Eligible Assignees banks or financial institutions all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Note payable to its Commitment and the Advances owing to itorder); provided, however, that (i) each such assignment shall be of a constant, constant and not a varying, varying percentage of all of the assigning Lender's rights and obligations (including the Revolving Loans and Participations) under this Agreement, (ii) after giving effect to any such assignmentfor each assignment involving the issuance and transfer of a Note, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the execute an Assignment and Acceptance with respect and the Borrowers hereby consent to such execute a replacement Note to give effect to the assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment the minimum Revolving Credit Commitment which shall be to an Eligible Assigneeassigned is $5,000,000 (together with which the assigning Lender's applicable portion of Participations and the Letter of Credit Commitment shall also be assigned), (iv) the parties to each such assignment assignee shall execute and deliver to the Administrative Agent, for its acceptance and recording have an office located in the RegisterUnited States, (v) an Assignment and Acceptance, and a processing and recordation fee assignment (other than an assignment of $3,500 100% of its Interest) by Issuing Bank shall not include any portion of the obligation to the Administrative Agentissue Letters of Credit, and (vvi) no consent of the Company and Borrowers or the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an in connection with any assignment by a Lender to another Lender or an Affiliate of a Lender and to such consent by the Company shall not be required if an Event of Default has occurred and is continuingLender's affiliate. Upon such execution, delivery, acceptance approval and recordingacceptance, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder or under such Note have been assigned or negotiated to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and a holder of such Note and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder or under such Note have been assigned or negotiated by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement Agreement. Any Lender who makes an assignment (and, in the case of other than an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers clause (v) above) shall have no greater obligation pay to the assignee than it had to Agent a one-time administrative fee of $5,000.00 which fee shall not be reimbursed by the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderBorrowers.

Assignments and Participations. (a) Each Lender Investor may upon at least 30 days' notice to VFCC, the Deal Agent and the Liquidity Agent, and prior to the Termination Date with the consent of the Seller (which consent shall not be unreasonably withheld), assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning LenderInvestor's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party Investor being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (a) $5,000,000 and assigned amounts must be in increments 10,000,000 or an integral multiple of $1,000,0001,000,000 in excess of that amount and (b) the full amount of the assigning Investor's Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 to 3,000 or such lesser amount as shall be approved by the Administrative Deal Agent, and (v) the Company and the Administrative Agent parties to each such assignment shall have consented agreed to such assignmentreimburse the Deal Agent, which consent shall not be unreasonably withheld; except that such consent shall not be required the Liquidity Agent and VFCC for an assignment to another Lender or an Affiliate all reasonable fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of a Lender counsel for each of the Deal Agent, the Liquidity Agent and such consent VFCC) incurred by the Company Deal Agent the Liquidity Agent and VFCC, respectively, in connection with such assignment and (vi) there shall not be required if an Event no increased costs, expenses or taxes incurred by the Deal Agent, the Liquidity Agent or VFCC upon such assignment or participation; and provided, further, that upon the effective date of Default has occurred and is continuingsuch assignment the provisions of Section 3.03(f) of the Administration Agreement shall be satisfied. Upon such execution, delivery, delivery and acceptance by the Deal Agent and recordingthe Liquidity Agent and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Deal Agent and the Liquidity Agent, unless a later date is specified therein, (xi) 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 an Investor hereunder and (yii) the Lender Investor assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 LenderInvestor's rights and obligations under this Agreement, such Lender Investor shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. The Lenders will be permitted to assign loans and commitments under the Senior Facility with the consent of the Borrower (a) Each Lender may assign not to one be unreasonably withheld or more Eligible Assignees all or a portion delayed and as to which, in the case of its rights and obligations under this Agreement (includingany term loan credit facility, without limitation, all or a portion of its Commitment and the Advances owing Borrower will be deemed to ithave consented 10 business days after any request for consent if the Borrower has not otherwise responded by such date); provided, however, provided that such consent of the Borrower shall not be required (i) each (A) if such assignment shall be of a constant, and not term loan is made to another Lender or an affiliate or approved fund of a varying, percentage of all Lender or (B) if such assignment of the assigning Lender's rights and obligations Revolving Facility is made to another Lender under this Agreement, the Revolving Facility or an affiliate or approved fund of a Lender under the Revolving Facility or (ii) after giving effect the occurrence and during the continuance of an event of default relating to any such assignment, (1) payment default or bankruptcy. All assignments will also require the assigning Lender shall no longer have any Commitment or (2) the amount consent of the Commitment of both Agent (subject to exceptions consistent with the assigning Documentation Precedent), the Swingline Lender and the Eligible Assignee party Issuing Bank, not to such be unreasonably withheld or delayed. Each assignment (will be in each case determined as an amount of the date an integral multiple of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments integral multiples of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording 1,000,000 in the Register, an Assignment and Acceptance, and excess thereof. The Agent will receive a processing and recordation fee of $3,500 3,500, payable by the assignor and/or the assignee, with each assignment. Exh. B-22 The Lenders will be permitted to sell participations in loans and commitments subject to the Administrative Agentrestrictions set forth herein, in the Commitment Letter and consistent with the Documentation Precedent. Voting rights of participants (i) shall be limited to matters in respect of (a) increases in commitments of such participant, (b) reductions of principal, interest or fees payable to such participant, (c) extensions of final maturity or interest or fee payment dates, scheduled amortization of the loans or commitments in which such participant participates and (vd) releases of all or substantially all of the Company value of the Guarantees, or all or substantially all of the Collateral and (ii) for clarification purposes, shall not include the Administrative right to vote on waivers of defaults or events of default. Notwithstanding the foregoing, assignments (and, to the extent the Disqualified Lender list is made available to all Lenders, participations) shall not be permitted to Disqualified Lenders (the list of which, with respect to bona fide competitors of the Borrower identified by the Borrower, may be updated from time to time after the Closing Date with the consent of the Agent and will remain on file with the Agent and not subject to further disclosure); provided that the foregoing shall not apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest in the Revolving Facility to the extent such party was not a Disqualified Lender at the time of the applicable assignment or participation, as the case may be; provided, further, that the Agent shall have consented no duties or responsibilities for monitoring or enforcing prohibitions on assignment or participation to such Disqualified Lenders or Affiliated Lenders. Any assigning Lender shall, in connection with any potential assignment, which consent shall provide to the Borrower a copy of its request (including the name of the prospective assignee) concurrently with its delivery of the same request to the Agent irrespective of whether or not be unreasonably withheld; except that such consent shall not be required for an assignment event of default relating to another Lender payment default or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default bankruptcy has occurred and is continuing. Upon such execution, delivery, acceptance No assignments of loans or commitments in respect of the Revolving Facility to the Sponsor or any of its affiliates (including Holdings and recording, from and after the effective date specified in each Assignment and Acceptance, (xits subsidiaries) the assignee thereunder shall be a party hereto and, permitted. Assignments shall not be deemed non-pro rata payments. Non-pro rata prepayments will be permitted to the extent that rights required to permit “extension” transactions and obligations hereunder have been assigned “replacement” facility transactions (with existing and/or new Lenders), subject to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as customary restrictions for affiliates of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignorSponsor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.Exh. B-23

Assignments and Participations. (a) Each Lender may may, and if demanded by any Borrower (following a demand by such Lender pursuant to Section 2.17 or 3.3) upon at least 10 Domestic Business Days' notice to such Lender and the Agent will, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, provided 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) after giving effect each such assignment shall be to any such assignmentan Eligible Assignee, (1) the assigning Lender shall no longer have any Commitment or (2iii) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 and assigned amounts must be in increments 10,000,000 (or 100% of such Lender's remaining Commitment, if less than $1,000,000, (iii) each such assignment shall be to an Eligible Assignee10,000,000), (iv) the Agent and SunAmerica, on behalf of itself and the other Borrowers, shall have consented in writing to such assignment, which consent shall not be unreasonably withheld (provided, that no such consent of SunAmerica shall be required in the case of an assignment by a Bank to an affiliate or subsidiary of such Bank), and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAcceptance substantially in the form of Exhibit G hereto, and together with any Note or Notes subject to such assignment. In connection with any such assignment, the Lender assignor shall pay to the Agent a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing3,000. Upon such execution, delivery, acceptance and recordingrecordation and upon payment by the Lender assignee to such Lender assignor of an amount equal to the purchase price agreed between such Lender assignor and such Lender assignee, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least 3 Domestic Business Days after the execution thereof, (x) 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 hereunder hereunder, and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Loans, its Notes, and the Advances owing to itits Revolving Credit Commitment); provided, however, that (i) each such assignment shall be to an Eligible Assignee; (ii) each such assignment by a Lender shall (A) be of an equal percentage of all of its rights and obligations under both the Revolving Credit Facility and the 364 Day Facility, (B) be of a constant, and not a varying, percentage of all of its rights and obligations under this Agreement and its Notes and under the 364 Day Facility Credit Agreement and the promissory notes issued thereunder and (C) result in the assigning Lender having an equivalent Applicable Commitment Percentage under both the Revolving Credit Facility and the 364 Day Facility and the assignee Lender having an equivalent Applicable Commitment Percentage under both the Revolving Credit Facility and the 364 Day Facility; and (iii) except in the case of an assignment to another Lender or an assignment of all of a Lender's rights and obligations under this Agreement and under the 364 Day Facility Credit Agreement, any partial assignment of a Lender's Revolving Credit Commitment and its 364 Day Facility Commitment shall be in an aggregate amount at least equal to $10,000,000 or an integral multiple of $5,000,000 in excess thereof; (iv) except in the case of an assignment of all of a Lender's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning no Lender shall no longer have make any assignment that would result in the sum of its Revolving Credit Commitment or (2) the amount of the and its 364 Day Facility Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be being less than $5,000,000 and assigned amounts must be 15,000,000; (v) in increments the event a Lender assigns all of $1,000,000its Revolving Credit Commitment, (iii) each such assignment shall be to an Eligible Assignee, must include all of its Competitive Bid Loans; and (ivvi) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing3,500. Upon such execution, delivery, and acceptance and recording, from and after the effective date specified in each of such Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (y) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Agreement; provided, the assigning Lender shall be entitled to reimbursement from the Borrower with respect to amounts payable pursuant to Sections 4.01, 4.05, 4.06, 11.06 and 11.11 in connection with events prior to such assignment; provided further, to the extent the Borrower makes any such payments to the assigning Lender, the Borrower shall not be required to also pay the assignee such amounts. Upon the consummation of any assignment pursuant to this Section, the assignor, the Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrower and the Agent certification as to exemption from deduction or withholding of Taxes in accordance with Section 4.06. (andb) The Agent shall maintain at its Principal Office a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitment of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the case Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon its receipt of an Assignment and Acceptance covering executed by the parties thereto, together with any Note subject to such assignment and payment of the processing fee, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the parties thereto. (d) Each Lender may sell participations to one or more Persons in a portion of its rights, obligations or rights and obligations under this Agreement (including all or the remaining a portion of an assigning Lender's its Commitment or its Loans); provided, however, that (i) such Lender s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the yield protection provisions contained in Article IV and the right of setoff contained in Section 11.04, and (iv) the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender s rights and obligations under this Agreement, and such Lender shall cease retain the sole right to be a party hereto); provided that with respect to any amounts payable as enforce the obligations of the Borrower relating to its Loans and its Notes and to approve any amendment, modification, or waiver of any provision of this Agreement (other than amendments, modifications, or waivers decreasing the amount of principal of or the rate at which interest is payable on such Loans or Notes, extending any scheduled principal payment date or date fixed for the payment of interest on such assignment pursuant to Sections 2.09Loans or Notes, 2.11 or 9.04extending its Revolving Credit Commitment). (e) Notwithstanding any other provision set forth in this Agreement, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any any Lender may at any time assign and pledge or assign all or any portion of its rights hereunder Loans and its Note to a any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank; provided, that no . No such pledge or assignment shall release the assigning Lender from its obligations hereunder. (f) Any Lender may furnish any information concerning the Borrower or any of its Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants), subject, however, to the provisions of Section 11.03 hereof. (g) The Borrower may not assign any rights, powers, duties or obligations under this Agreement or the other Loan Documents without the prior written consent of its obligations hereunder.all the Lenders. 11.02

Assignments and Participations. (a) Each At any time after the Closing Date each Lender may, with the prior consent of the Administrative Agent and (so long as no Default or Event of Default shall have occurred and be continuing) the Borrower, which consents shall not be unreasonably withheld, or as provided in Section 4.7, upon the occurrence of certain events the Borrower may demand that a Lender, assign to one or more Eligible Assignees banks or financial institutions all or a portion of its rights and obligations under this Agreement the Loan Documents (including, without limitation, all or a portion of any Note payable to its Commitment and the Advances owing to itorder); provided, however, that (i) each such assignment shall be of a constant, constant and not a varying, varying percentage of all of the assigning Lender's rights and obligations under this Agreementthe Revolving Credit Facility and Letter of Credit Facility, (ii) after giving effect to any such assignmentfor each assignment involving the issuance and transfer of a Note, (1) the assigning Lender shall no longer have any Commitment or execute an Assignment and Acceptance and the Borrower hereby agrees to execute a replacement Note to give effect to the assignment, (2iii) the amount of the Revolving Credit Commitment which shall be assigned is a minimum of both the assigning Lender and the Eligible Assignee party to such assignment $5,000,000, and, if greater, an amount which is (in each case determined as of the date of the Assignment and Acceptance with respect to such assignmentA) shall not be less than $5,000,000 and assigned amounts must be in increments an integral multiple of $1,000,000, or (iiiB) each represents all of assigning Lender's Revolving Credit Commitment, or (C) such assignment other amount to which the Borrower (so long as no Default or Event of Default shall have occurred and be to an Eligible Assignee, (ivcontinuing) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall consent, and (iv) such assignee shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by office located in the Company shall not be required if an Event of Default has occurred and is continuingUnited States. Upon such execution, delivery, acceptance approval and recordingacceptance, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder or under any such Note have been assigned or negotiated to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and a holder of such Note and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder or under such Note have been assigned or negotiated by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement Agreement. Any Lender who makes an assignment (andor, in the case of an Assignment and Acceptance covering all assignment effected pursuant to Section 4.7, the Borrower) shall pay or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease cause to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation paid to the assignee than it had to Administrative Agent a one-time administrative fee of $3,500 which fee (if payable by a Lender) shall not be reimbursed by the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderBorrower.

Assignments and Participations. (a) Each At any time after the Closing Date each Lender may may, with the prior consent of the Agent and (so long as no Default or Event of Default shall have occurred and be continuing) the Borrower, which consents shall not be unreasonably withheld, assign to one or more Eligible Assignees banks or financial institutions all or a portion of its rights and obligations under this Agreement the Loan Documents (including, without limitation, all or a portion of any Note payable to its Commitment and the Advances owing to itorder); provided, however, that (i) each such assignment shall be of a constant, constant and not a varying, varying percentage of all of the assigning Lender's rights and obligations under this Agreementthe Revolving Credit Facility and Letter of Credit Facility, (ii) after giving effect to any such assignmentfor each assignment involving the issuance and transfer of a Note, (1) the assigning Lender shall no longer have any Commitment or execute an Assignment and Acceptance and the Borrower hereby agrees to execute a replacement Note to give effect to the assignment, (2iii) the amount of the Revolving Credit Commitment and Letter of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as Credit Commitment which shall be assigned is a minimum of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments 5,000,000, and, if greater, an amount which is an integral multiple of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment assignee shall execute and deliver to the Administrative Agent, for its acceptance and recording have an office located in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative AgentUnited States, and (v) no consent of the Company and Borrower or the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an in connection with any assignment by a Lender to another Lender or to an Affiliate affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuingany Lender. Upon such execution, delivery, acceptance approval and recordingacceptance, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder or under any such Note have been assigned or negotiated to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and a holder of such Note and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder or under such Note have been assigned or negotiated by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or who makes an assignment shall release such Lender from any pay to the Agent a one-time administrative fee of its obligations hereunder$3,500 which fee shall not be reimbursed by the Borrower.

Assignments and Participations. (a) Each Lender may may, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), assign to one or more Eligible Assignees 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 and 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) after giving effect to any such partial assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both each of the assigning Lender and the Eligible Assignee party to such assignment (assignee Lender shall in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not no event be less than $5,000,000 and assigned amounts must be in increments of $1,000,00010,000,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative AgentAgent a duly completed Lender Assignment, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 to 2,500; and provided, further, however, that the Administrative Agent, and (v) consent of the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent Borrower shall not be required for an assignment to another Lender or an Affiliate of any assignments (A) by a Lender and such consent by to any of its Affiliates or (B) made during the Company shall not be required if continuance of an Event of Default has occurred Default. Promptly following its receipt of such Lender Assignment, Note or Notes and is continuingfee, the Agent shall accept and record such Lender Assignment in the Register. 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, (x) 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 AcceptanceLender Assignment, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it to an Eligible Assignee pursuant to such Assignment and AcceptanceLender Assignment, relinquish its rights and 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 this Agreement, such Lender shall cease to be a party hereto); provided provided, however, that with respect the limitation set forth in clause (ii), above, shall not apply if an Event of Default shall have occurred and be continuing and the Agent shall have declared all Advances to any amounts be immediately due and payable as of the date of such assignment pursuant to Sections 2.09hereunder. In addition to, 2.11 or 9.04and notwithstanding, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any foregoing, any Lender may at any time pledge or assign all for security purposes its rights to receive payments hereunder (or any portion of its rights hereunder part thereof) to a any Federal Reserve Bank; provided, however, that no such pledge or assignment shall release relieve the pledging or assigning Lender from its obligations hereunder or grant to such Federal Reserve Bank any right to direct such Lender from with respect to any action which such Lender would be entitled to take or omit to take hereunder but for the existence of its obligations hereundersuch pledge or assignment.

Assignments and Participations. (a) Each Lender Liquidity Provider may upon at least 10 days written notice to its related Conduit Purchasers, the related Deal Agent, the related Liquidity Agent, the Issuer, the Series Enhancer, the Manager, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Lender's Liquidity Provider’s rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance described below with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and assigned amounts must be in increments or any higher integral multiple of $1,000,0001,000,000 and (B) the full amount of the assigning Liquidity Provider’s Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative related Deal Agent and Liquidity Agent, for its their acceptance and for recording by the Deal Agent in the Register, an Assignment and AcceptanceAcceptance in the form of Exhibit C hereto, and together with a processing and recordation fee to the related Deal Agent of $3,500 to 5,000 or such lesser amount as shall be approved by the Administrative Agent, related Deal Agent and (v) the Company and the Administrative Agent parties to each such assignment shall have consented agreed to reimburse the related Deal Agent, Liquidity Agent and Conduit Purchaser for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the related Deal Agent, Liquidity Agent and Conduit Purchasers) incurred by the related Deal Agent, Liquidity Agent and Conduit Purchasers, respectively, in connection with such assignment, which consent and, provided, further, that upon the effective date of such assignment each related Conduit Purchaser’s internal control conditions shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by satisfied (including all conditions precedent specified in the Company shall not be required if an Event of Default has occurred and is continuingrelated Liquidity Agreement). Upon such execution, delivery, delivery and acceptance by the related Deal Agent and recordingLiquidity Agent and the recording by the related Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the later of date of acceptance thereof by the related Deal Agent or Liquidity Agent, unless a later date is specified therein, (xi) 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 Liquidity Provider hereunder and (yii) the Lender Liquidity Provider assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement except with respect to actions theretofore taken (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's Liquidity Provider’s rights and obligations under this Agreement, such Lender Liquidity Provider shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may shall have the right to assign to one or more Eligible Assignees all or a any portion of its rights and obligations portion of the Loan outstanding under this Loan Agreement or the Note to any Eligible Assignee, so long as, at least five Business Days prior to the effectiveness of such assignment (includingexcept in the case of a Related Lender Assignment, without limitationwhich shall be governed by the provisions of Section 11.20(b) below) (i) an Assignment and Acceptance with respect to such assignment is delivered to Administrative Agent, all (ii) the assigning Lender or the assignee pays to Administrative Agent a transfer fee in an amount equal to $3,500.00 (the “Assignment Fee”), and (iii) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment or its portion of its the Loan, the amount of the Commitment or the portion of the Loan subject to each such assignment (determined as of the date the applicable Assignment and Acceptance is delivered to Administrative Agent) shall not be less than $2,500,000 unless the Administrative Agent otherwise consents, at which time such Eligible Assignee shall become entitled to the benefits, and subject to the requirements and obligations, of this Loan Agreement and the Advances owing other Loan Documents. (b) A Lender may effect a Related Lender Assignment without paying the Assignment Fee and without delivering an Assignment and Acceptance to it)Administrative Agent or to any other Person; provided, however, that (i) each Borrower and Administrative Agent may continue to deal solely and directly with such assignment shall be of a constant, assigning Lender until the date that is five Business Days after an Assignment and not a varying, percentage of all of Acceptance has been delivered to Administrative Agent for recordation in the assigning Lender's rights and obligations under this AgreementRegister, (ii) after giving effect to any the failure of such assignment, (1) the assigning Lender to deliver an Assignment and Acceptance to Administrative Agent shall no longer have any Commitment not affect the legality, validity, or binding effect of such assignment as between such assigning Lender and such assignee, and (2iii) the amount of the Commitment of both an Assignment and Acceptance between the assigning Lender and the Eligible Assignee party to an Affiliate of such assignment (in each case determined Lender or Approved Fund of such Lender shall be effective as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 once recorded on the rights and obligations of a Lender hereunder and Related Party Register (y) the Lender assignor thereunder shall, as defined below). Subject to the provisions of this Section 11.20, Borrower agrees that each assignee party to a Related Lender Assignment shall be entitled to the benefits, and subject to the requirements and obligations, of this Loan Agreement and the other Loan Documents to the same extent that rights as if it had consummated such assignment and obligations hereunder have been assigned acceptance by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case delivery of an Assignment and Acceptance covering all to Administrative Agent. (c) Administrative Agent shall, on behalf of and acting solely for this purpose as the non-fiduciary agent of Borrower, maintain, or cause to be maintained at Administrative Agent’s office where Borrower makes payments due hereunder, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the remaining “Register”) for the recordation of the names and addresses of Lenders and the Commitments of, and portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as the principal amount of the date Loan (and stated interest thereon) (the “Registered Loans”). In the case of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any any Related Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.Assignment,

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more other Lenders or Eligible Assignees all or a portion of its Commitments, the Loans owing to it and the Notes held by it and a commensurate portion of its rights and obligations hereunder and under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)other Loan Documents; provided, however, that (i) the aggregate amount of the Commitments and Loans being assigned pursuant to 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) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the assignor's entire interest, except (x) with the consent of the Borrower and the Administrative Agent, or (y) during the continuance of an Event of Default, or (z) a Lender may assign a portion of its Commitments and Loans to another existing Lender or Lenders only, provided that the aggregate amount of the Commitments and Loans retained by the assignor shall in no event be less than $5,000,000 10,000,000, and assigned amounts must be in increments of $1,000,000, (iiiii) each such assignment assignee hereunder shall also be to an Eligible Assignee, (iv) the . The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Registerrecording, an Assignment and Acceptance, together with the Notes (or an Affidavit of Loss and a processing and recordation fee of $3,500 Indemnity with respect to such Notes satisfactory to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented subject to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, (xA) the assignee thereunder shall be become a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and thereunder, and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an 130 139 assigning Lender's rights and obligations under this Agreementthe Loan Documents, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the A Advances owing to 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 AgreementAgreement (other than any B Advances), (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both each of the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than the lesser of (A) $5,000,000 10,000,000 and assigned amounts must be in increments (B) the quotient derived from dividing the product of (x) $1,000,00010,000,000 times (y) the aggregate amount of all Commitments (determined as of the date of the Assignment and Acceptance with respect to such assignment) by the greater of (1) $350,000,000 or (2) the aggregate amount of the Commitments, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing2,500. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a any Affiliate of such Lender or any Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender The Borrower may not assign its rights or obligations hereunder or under any of the other Credit Documents without the prior written consent of the Administrative Agent, the Issuing Bank, the Swingline Lender, and the Banks. The Banks may assign to one or more Eligible Assignees all or a portion any part of its rights and obligations under this Agreement (includingthe Loans, without limitationthe Reimbursement Obligations, all the Notes or a portion any of its Commitment and the Advances owing other Credit Documents to it)another financial institution; provided, however, that (i1) each no such assignment shall be of a constanteffective unless the Administrative Agent first consents thereto, which consent may be withheld or conditioned in the sole and not a varying, percentage of all absolute discretion of the assigning Lender's rights and obligations under this AgreementAdministrative Agent, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both being assigned shall equal at least $5,000,000, (3) the assigning Lender assignor and assignee Bank shall sign and deliver to the Eligible Assignee party to such assignment (in each case determined as of the date of the Administrative Agent an Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 Assumption Agreement substantially in the form of Exhibit E hereto, and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv4) the parties to each such assignment assignor Bank shall execute and deliver pay to the Administrative Agent, for its acceptance own account and recording in not for the Registerpro-rata benefit of the Banks, an Assignment and Acceptance, and a processing and recordation assignment fee of $3,500 to 3,500. Upon such assignment and the Administrative Agent's consent thereto, (a) the assignee Bank shall succeed to the obligations, rights and benefits of the assignor Bank to the extent provided in such assignment, and the assignor Bank shall be released to the extent of such assignment, and (vb) the Company and the Administrative Agent shall have consented the right to issue and distribute to all parties to the Credit Agreement a new Exhibit A to this Agreement, reflecting such assignment, which Exhibit A, absent manifest error, shall thereupon supersede and replace the 50 preceding Exhibit A and shall be binding on the parties to the Credit Agreement in the same manner as the original Exhibit A to the Credit Agreement without the consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender of or an Affiliate further action by and Person, including, without limitation, the Borrower, the Banks, the Letter of a Credit Issuer, the Swingline Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, any other parties 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Credit Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Revolving Credit Commitment, the Revolving Credit Loans made by it, the Revolving Credit Notes held by it and the Advances owing to itits Pro Rata Share of Letter of Credit Obligations); provided, however, that (i1) the consent of the Agent and Borrower shall not be required for any such assignment by a Lender to one or more of such Lender’s Affiliates, (2) each such assignment is in an amount which is at least $10,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Revolving Credit Commitment), (3) 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, (ii4) after giving effect to any such assignment, (1) the assigning Lender assignee shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender execute and the Eligible Assignee party to such assignment (in each case determined as of the date of the deliver an Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000the Agent, (iii) each such assignment shall be to an Eligible Assignee, (iv5) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Registeracceptance, an Assignment and Acceptance, and together with any Revolving Credit Notes subject to such assignment, (6) such parties shall deliver to the Agent a processing and recordation fee of $3,500 (except in the case of any assignment by a Lender to the Administrative Agentone or more of its Affiliates in which case such fee will not be payable), and (v7) such assignee shall reimburse the Company and Agent for any out-of-pocket expenses (including reasonable legal fees) incurred in connection therewith. Notwithstanding the Administrative Agent foregoing, in no event shall have consented any assignment be made to such assignmentany Loan Party or any Affiliate of a Loan Party without the prior written consent of the Required Lenders, which consent shall not may be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent withheld by the Company shall not be required if an Event of Default has occurred Required Lenders in their sole and is continuingabsolute discretion. Upon such execution, delivery, acceptance delivery and recordingacceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Agent (xor such shorter period as shall be agreed to by the Agent and the parties to such assignment), (A) the assignee thereunder shall be become a party hereto “Lender” hereunder and, in addition to the extent that rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder Acceptance and (yB) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of . Any such assignment pursuant to Sections 2.09, 2.11 or 9.04, shall not adversely affect the Borrowers Borrower’ rights under this Agreement except that the assigning Lender shall have no greater obligation to not be responsible for the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderassigned.

Assignments and Participations. (a) Each Lender may assign shall have the right to one assign, transfer, sell, negotiate, pledge or more Eligible Assignees all or a portion otherwise hypothecate this Agreement and any of its rights and obligations security hereunder and under this Agreement (includingthe other Loan Documents to any other Eligible Assignee with the prior written consent of the Administrative Agent, without limitationwhich consent shall not be unreasonably withheld, all conditioned or a portion of its Commitment and the Advances owing to it); provideddelayed, 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) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance approval and recording in the Registeracceptance, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuingAssumption. Upon such execution, delivery, acceptance approval and recordingacceptance, from and after upon the effective date specified in each the applicable Assignment and AcceptanceAssumption, (xi) the assignee 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 AcceptanceAssumption, have the rights and obligations of a Lender hereunder and under the other Loan Documents, and Borrower hereby agrees that all of the rights and remedies of Lenders in connection with the interest so assigned shall be enforceable against Borrower by an Eligible Assignee with the same force and effect and to the same extent as the same would have been enforceable but for such assignment, and (yii) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and AcceptanceAssumption, relinquish its rights and be released from its obligations hereunder and thereunder. Borrower shall use reasonable efforts to cooperate with Administrative Agent and each Lender in connection with the assignment of interests under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion sale of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderparticipations herein.

Assignments and Participations. (a) Each Lender Bank may and, if demanded by the Borrower pursuant to subsection (g) hereof, shall assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to 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 of the assigning Bank under this AgreementAgreement (except that Term Advances and Commitments may be assigned separately), (ii) after giving effect to any such in the case of a partial assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment or Term Advances of both the assigning Lender and the Eligible Assignee party Bank being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 25,000,000 and assigned amounts must shall be in increments an integral multiple of $1,000,0005,000,000, (iii) each such assignment shall be to an Eligible Assignee, and (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (as defined in Section 8.07(c)), an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing3,500. Upon such execution, delivery, acceptance acceptance, and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the execution thereof, (x) 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 hereunder Bank hereunder, and (y) the Lender Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender Bank shall cease to be a party hereto); provided that with respect to any amounts payable as . Notwithstanding the foregoing (unless such assignment is being made on demand of the date of such assignment Borrower pursuant to Sections 2.09subsection (g)), 2.11 or 9.04any Bank assigning its rights and obligations under this Agreement may retain any Competitive Advances made by it outstanding at such time, the Borrowers and in such case shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of retain its rights hereunder to a Federal Reserve Bank; provided, that no in respect of any Advances so retained until such pledge or assignment shall release such Lender from any of its obligations hereunderAdvances have been repaid in full in accordance with this Agreement.

Assignments and Participations. (a) Each Lender Investor may upon at least 30 days notice to its related CP Conduit, the Deal Agent, the Collateral Agent, the related Liquidity Agent and S&P and Moody's, assign to one or more Eligible Assignees banks or other entities all or a portion pxxxxxx of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning LenderInvestor's rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party Investor being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and assigned amounts must be in increments 15,000,000 or an integral multiple of $1,000,000, 1,000,000 in excess of that amount and (B) the full amount of the assigning Investor's Commitment; (iii) each such assignment shall be to an Eligible Assignee, ; (iv) the parties to each such assignment shall execute and deliver to the Administrative Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 to or such lesser amount as shall be approved by the Administrative Deal Agent, and ; (v) the Company parties to each such assignment shall have agreed to reimburse the Deal Agent, the Liquidity Agents, the Collateral Agent and the Administrative CP Conduits for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for each of the Deal Agent, the Liquidity Agents and the CP Conduits) incurred by the Deal Agent, the Liquidity Agents, the Collateral Agent shall have consented to and the CP Conduits, respectively, in connection with such assignment; and (vi) there shall be no increased costs, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender expenses or an Affiliate of a Lender and such consent taxes incurred by the Company Deal Agent, the Liquidity Agents, the Collateral Agent or the CP Conduits upon such assignment or participation, and provided further that upon the effective date of such assignment the provisions of Section 3.03(f) of the Administration Agreement shall not be required if an Event of Default has occurred and is continuingsatisfied. Upon such execution, deliverydelivery and acceptance by the Deal Agent, acceptance the Collateral Agent and recordingthe Liquidity Agents and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Deal Agent, the Collateral Agent and the Liquidity Agents, unless a later date is specified therein, (xi) 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 an Investor hereunder and (yii) the Lender Investor assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 LenderInvestor's rights and obligations under this Agreement, such Lender Investor shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each At any time after the Closing Date each Lender may, with the prior consent of the Agent and the Borrower, which consents shall not be unreasonably withheld (it being understood that consent may be withheld by the Borrower if such assignment would subject the Borrower to the payment of any additional amounts pursuant to the provisions of Section 4.06 hereof), assign to one or more Eligible Assignees banks or financial institutions all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Note payable to its Commitment and the Advances owing to itorder); 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 (including Loans and Participations) under this Agreement, (ii) after giving effect to any such assignmentfor each assignment involving the issuance and transfer of Notes, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the execute an Assignment and Acceptance with respect and the Borrower hereby consents to such execute replacement Notes to give effect to the assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment the minimum aggregate Revolving Credit Commitment (together with which the assigning Lender's applicable portion of Participations and the Letter of Credit Commitment shall also be assigned) and Term Loan Commitment which shall be assigned is $5,000,000 (with any aggregate assigned amount being applied ratably to an Eligible Assigneethe Revolving Credit Commitment and the Term Loan Commitment), and (iv) the parties to each such assignment assignee shall execute and deliver to the Administrative Agent, for its acceptance and recording have an office located in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuingUnited States. Upon such execution, delivery, acceptance approval and recordingacceptance, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder or under such Notes have been assigned or negotiated to it pursuant to such Assignment and Acceptance, Acceptance have the rights and obligations of a Lender hereunder and a holder of such Notes and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder or under such Notes have been assigned or negotiated by it pursuant to such Assignment and 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 this Agreement, such but no Lender shall cease be released from any claims arising from actions that occur prior to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment assignment. No assignee shall have the right to further assign its rights and obligations pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignorthis Section 12.01. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or who makes an assignment shall release such Lender from any pay to the Agent a one-time administrative fee of its obligations hereunder$3,000.00 which fee shall not be reimbursed by the Borrower.

Assignments and Participations. (a) Each Lender may sell, transfer, negotiate or assign to one or more other Lenders or Eligible Assignees all or a portion of its Commitments, the Loans owing to it and the Notes held by it and a commensurate portion of its rights and obligations hereunder and under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)other Loan Documents; provided, however, that (i) the aggregate amount of the Commitment and Loans being assigned pursuant to each such assignment shall in no event be of a constant, and not a varying, percentage of all of the assigning Lender's rights and obligations under this Agreementless than $10,000,000, (ii) after giving effect to any the Administrative Agent shall have approved such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) which approval shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000unreasonably withheld, (iii) only at such times as (A) the aggregate amount of the Commitments held by the parties that are Lenders on the Closing Date and their respective Affiliates is less than $134,000,000 and (B) no Default or Event of Default has occurred that is continuing, the Borrower shall have approved such assignment, which approval shall not be unreasonably withheld, and (iv) each such assignment assignee hereunder shall also be to an Eligible Assignee, (iv) ; and provided further that any Lender may assign any interest in the Commitment and the Loans to an Affiliate of the assigning Lender without approval by the Administrative Agent or the Borrower. The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Registerrecording, an Assignment and Acceptance, together with the Notes (or an Affidavit of Loss and a processing and recordation fee of $3,500 Indemnity with respect to such Notes satisfactory to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented subject to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each such Assignment and Acceptance, (xA) the assignee thereunder shall be become a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and thereunder, and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreementthe Loan Documents, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may may, with the written consent of the Agent, which consent will not be unreasonably withheld or delayed, assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Revolving Credit Commitment, the Revolving Credit Loans made by it, the Revolving Credit Notes held by it and the Advances owing to itits Pro Rata Share of Letter of Credit Obligations); provided, however, that (i1) the consent of the Agent shall not be required for any such assignment by a Lender to one or more of such Lender's Affiliates, (2) each such assignment is in an amount which is at least $10,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender's Revolving Credit Commitment), (3) 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, (ii4) after giving effect to any such assignment, (1) the assigning Lender assignee shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender execute and the Eligible Assignee party to such assignment (in each case determined as of the date of the deliver an Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000the Agent, (iii) each such assignment shall be to an Eligible Assignee, (iv5) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Registeracceptance, an Assignment and Acceptance, together with any Revolving Credit Notes subject to such assignment and such parties shall deliver to the Agent a processing and recordation fee of $3,500 to the Administrative Agent3,500, and (v6) such assignee shall reimburse the Company and Agent for any out-of-pocket expenses (including reasonable legal fees) incurred in connection therewith. Notwithstanding the Administrative Agent foregoing, in no event shall have consented any assignment be made to such assignmentany Loan Party or any Affiliate of a Loan Party without the prior written consent of the Required Lenders, which consent shall not may be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent withheld by the Company shall not be required if an Event of Default has occurred Required Lenders in their sole and is continuingabsolute discretion. Upon such execution, delivery, acceptance delivery and recordingacceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three Business Days after the delivery thereof to the Agent (xor such shorter period as shall be agreed to by the Agent and the parties to such assignment), (A) the assignee thereunder shall be become a party hereto "Lender" hereunder and, in addition to the extent that rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder Acceptance and (yB) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of . Any such assignment pursuant to Sections 2.09, 2.11 or 9.04, shall not adversely affect the Borrowers Borrower' rights under this Agreement except that the assigning Lender shall have no greater obligation to not be responsible for the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderassigned.

Assignments and Participations. (a) Each Lender Purchaser may upon at least 30 days notice to the Purchaser Agent, the Trustee and the Seller, assign to one up to five banks or more Eligible Assignees other entities satisfactory to the Purchaser Agent all or a portion of its rights and obligations option to make future Purchases under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)Agreement; 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) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (ivii) the parties to each such assignment shall execute and deliver to the Administrative Purchaser Agent, for its acceptance and recording in the Register, an Assignment and AcceptanceAcceptance in the form of Exhibit B hereto, and together with a processing and recordation fee of $3,500 to or such lesser amount as shall be approved by the Administrative Purchaser Agent, (iii) such assignment shall not require the Administrator to register as an “investment company” under the Investment Company Act and (viv) the Company parties to each such assignment shall have agreed to reimburse the Purchaser Agent for all fees, costs and expenses (including, without limitation, the Administrative reasonable fees and out-of-pocket expenses of counsel for the Purchaser Agent incurred by the Purchaser Agent in connection with such assignment, and, provided, further, that upon the effective date of such assignment all of the related Purchasers’ internal control conditions shall be satisfied. Except with respect to assignments to banking affiliates of Wachovia Bank, National Association, no such assignment shall become effective unless the Seller shall have consented to such assignmentin writing thereto, which consent shall not unreasonably be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, delivery and acceptance by the Purchaser Agent and recordingthe recording by the Purchaser Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Purchaser Agent, unless a later date is specified therein, (xi) 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 Purchaser hereunder and (yii) the Lender Purchaser assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement except with respect to actions theretofore taken (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's Purchaser’s rights and obligations under this Agreement, such Lender Purchaser shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each With the consent of the Agent (which consent shall not be unreasonably withheld), each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all or a portion of its Revolving Credit Commitment, to issue Letters of Credit, the Revolving Credit Loans and Letter of Credit Obligations owing to it and the Revolving Credit Note held by it and a commensurate portion of its rights and obligations hereunder and under this Agreement (includingthe other Loan Documents, without limitationand any other sale, all transfer, negotiation or a portion assignment shall require the consent of its Commitment the Borrower and the Advances owing to itAgent (each of whose consent shall not be unreasonably withheld), except that during the continuance of a Default or an Event of Default, no such consent of the Borrower shall be necessary; provided, however, that (i) the aggregate amount being assigned pursuant to 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) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event (if less than the Assignor's entire interest) be less than $5,000,000 and assigned amounts must be in increments or an integral multiple of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the 1,000,000 in excess thereof. The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Registerrecording, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to together with the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented Revolving Credit Notes subject to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance and recordingrecording and the receipt by the Agent from the assignee in respect thereof of an assignment fee in the amount of $3,000, from and after the effective date specified in each such Assignment and Acceptance, (xA) the assignee thereunder shall be become a party hereto and, to the extent that rights and obligations hereunder under the Loan Documents have been assigned to it such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if such Lender was an Issuer, of an Issuer hereunder and thereunder, and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except those which survive the payment in full of the Obligations) and be released from its obligations under this Agreement the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreementthe Loan Documents, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to 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) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company Borrower (unless an Event of Default shall exist and be continuing) and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that , unless such consent shall not be required for an assignment is to another Lender or an Affiliate of a Lender and Lender, in which case no such consent by shall be necessary (but such Lender shall notify the Company shall not be required if Borrower and the Administrative Agent of any such assignment to an Event Affiliate of Default has occurred and is continuingan Assigning Lender). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.048.04, the Borrowers Borrower shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may upon at least 30 days’ notice to the Deal Agent, assign to one or more Eligible Assignees banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it)111 Agreement; provided, however, that (i) each such assignment shall be of a constant, and not a varying, varying percentage of all of the assigning Lender's ’s rights and obligations under this Agreement, ; (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party being assigned pursuant to each such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than the lesser of (A) $5,000,000 and assigned amounts must be in increments 15,000,000 or an integral multiple of $1,000,000, 1,000,000 in excess of that amount and (B) the full amount of the assigning Xxxxxx’s Commitment; (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Deal Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and together with a processing and recordation fee of $3,500 or such lesser amount as shall be approved by the Deal Agent; (iv) the parties to each such assignment shall have agreed to reimburse the Administrative AgentDeal Agent for all fees, costs and expenses (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for each of the Deal Agent and any other Lenders) incurred by the Deal Agent or any other Lenders, respectively, in connection with such assignment; and (v) the Company and the Administrative Agent there shall have consented to such assignmentbe no increased costs, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender expenses or an Affiliate of a Lender and such consent taxes incurred by the Company shall not be required if an Event of Default has occurred and is continuingDeal Agent or any other Lenders upon such assignment or participation. Upon such execution, delivery, delivery and acceptance by the Deal Agent and recordingany other Lenders and the recording by the Deal Agent, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be the date of acceptance thereof by the Deal Agent and any other Lenders, unless a later date is specified therein, (xA) 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 hereunder and (yB) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 Xxxxxx’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender (other than the Designated Bidders) may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to 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 AgreementAgreement (other than any right to make Bid Advances or Bid Advances held by it), (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments multiples of $1,000,0001,000,000 in excess thereof, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 3,000 to the Administrative Agent, and (v) the Company Borrower (unless an Event of Default or a Potential Event of Default has occurred and is continuing) and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuingLender. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Lender may assign may, in the ordinary course of its commercial banking or finance business and in accordance with applicable law, at any time sell to one or more Eligible Assignees banks, commercial finance companies or other financial institutions ("Participants"), including, without limitation, Congress Financial Corporation (Central) in its individual capacity, participating interests in all or a portion of its rights and obligations under this Agreement and the other Financing Agreements (including, without limitation, including all or a portion part of its Commitment interest in the Obligations). In the event of any such sale by Lender of a participating interest to a Participant, Lender's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, Lender shall remain solely responsible for the performance thereof, Lender shall remain the holder of any such obligations for all purposes under this Agreement and the Advances owing to it); provided, however, that (i) each such assignment shall be of a constantother Financing Agreements, and not a varying, percentage of all of the assigning Borrowers and Agent shall continue to deal solely and directly with Lender in connection with Lender's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender Agreement and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned other Financing Agreements. Borrowers agrees that if amounts must be in increments of $1,000,000outstanding under this Agreement are due or unpaid, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent or shall have consented to such assignment, which consent been declared or shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate have become due and payable upon the occurrence of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such executionDefault, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 hereunder and (y) the Lender assignor thereunder Participant shall, to the maximum extent that rights and obligations hereunder permitted by applicable law, be deemed to have been assigned by it pursuant to such Assignment and Acceptance, relinquish the right of setoff in respect of its rights and be released from its obligations participating interest in amounts owing under this Agreement (and, in to the case same extent as if the amount of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations its participating interest were owing directly to it as a Lender under this Agreement; PROVIDED, THAT, in purchasing such participating interest, such Participant shall be deemed to have agreed to share with Lender the proceeds thereof as provided in Section 6.7 hereof. Notwithstanding anything to the contrary contained herein, Lender shall cease to be a party hereto); provided that with respect to not grant any amounts payable as of participation under which the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers Participant shall have no greater obligation rights to approve any amendment to or waiver of or consent under this Agreement or the assignee than it had to other Financing Agreements, EXCEPT with the assignor. Any Lender may at any time pledge or assign all or any portion consent of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderAgent.

Assignments and Participations. (a) Each Lender Bank may assign to one or more Eligible Assignees 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 Advances owing Note held by it to itany financial institution (the "ssignee"); provided, provided however, that (i) each such assignment prior to the -------- -------- occurrence of an Event of Default, BOA shall be of a constant, and not a varying, percentage of all of the assigning Lender's assign its rights and obligations under this Agreementhereunder without the consent of the Borrower, which will not be unreasonably withheld, if, the assignment is made to an Eligible Assignee and, after giving effect to such assignment, the Commitment of BOA would not be reduced to less than $25,000,000, (ii) after giving effect to any such assignment, each assignment made hereunder shall equal or exceed the lesser of (1A) $10,000,000 or (B) the assigning Lender shall no longer have any remaining Commitment or (2) the amount of the Commitment of both held by the assigning Lender Bank, and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the RegisterRegister (with a copy to the Borrower), an Assignment and Acceptance Agreement in the form of Exhibit 10.08, attached hereto (the "Assignment and Acceptance"), and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented ------------------------- together with any Note subject to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance acceptance, and recordingrecordation by the Agent of such Assignment and Acceptance, 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, (xA) 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 hereunder Bank under the Loan Documents, and (yB) the Lender Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement the Loan Documents (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning LenderBank's rights and obligations under this Agreementthe Loan Documents, such Lender Bank shall cease to be a party heretothereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.

Assignments and Participations. (a) Each Refinancing Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of its Refinancing Commitment and or Letter of Credit Commitment, the Advances owing to it and the Note or Notes held by it); provided, however, provided that (i) each such assignment shall be of a constantuniform, and not a varying, percentage of all rights and obligations under and in respect of all of the assigning Refinancing Commitment, the Letter of Credit Commitment and Advances, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Refinancing Lender, an Affiliate of any Refinancing Lender or an Approved Fund of any Refinancing Lender or an assignment of all of a Refinancing Lender's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the aggregate amount of the Refinancing Commitment, Letter of Credit Commitment of both the assigning Lender and the Advances being assigned to such Eligible Assignee party pursuant to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not in no event be less than $5,000,000 and assigned amounts must 1,000,000 (or such lesser amount as shall be in increments of $1,000,000approved by the Refinancing Lender Agent), (iii) each such assignment shall be to an Eligible Assignee, (iv) no such assignments shall be permitted without the consent of the Refinancing Lender Agent (except in the case of assignments to an Affiliate) and the Refinancing Issuing Bank, each such consent not to be unreasonably withheld, (v) the parties to each such assignment shall execute and deliver to the Administrative Refinancing Lender Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and a processing and recordation fee of $3,500 to the Administrative Agent, 3,000 and (vvi) the Company and the Administrative Agent shall have consented to each such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be made on 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 hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and 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 this Agreement, such Lender shall cease to be a party hereto); provided that pro rata basis with respect to each of (A) such Refinancing Lender's Secured Loan Advances, Unsecured Loan Advances and Letter of Credit Advances and (B) such Refinancing Lender's Secured Refinancing Commitment, Unsecured Refinancing Commitment and Letter of Credit Commitment. Notwithstanding anything herein to the contrary, the provisions of this clause (a) shall not apply to assignments by the Refinancing Issuing Bank to the Refinancing Lenders of their respective Pro Rata Shares of any Letter of Credit Advance made by the Refinancing Issuing Bank or to any assignments relating to sharing of payments or amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 Section 2.16(f) or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderSecurity Agreement.

Assignments and Participations. The Second Lien Lenders will be permitted to assign loans and commitments (aother than to natural persons, Disqualified Lenders or Second Lien Lenders who have become Disqualified Lenders) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and with the Advances owing to it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all consent of the assigning Lender's rights and obligations under this Agreement, Borrower (ii) after giving effect to any such assignment, (1) the assigning Lender shall no longer have any Commitment or (2) the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if unless an Event of Default has occurred and is continuing. Upon continuing or such executionassignment is an assignment of a Second Lien Loan to a Lender, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) 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 an affiliate of a Lender hereunder or an approved fund or managed account) and the Second Lien Agent, in each case such consent not to be unreasonably withheld or delayed. The Borrower will be deemed to have consented if it has not responded within 15 business days after written request for consent to an assignment of Second Lien Loans. Each assignment (yexcept to other Second Lien Lenders or their affiliates or approved funds or managed accounts) will be in a minimum amount of $5.0 million. The Second Lien Agent will receive a processing and recordation fee of $3,500, payable by the Lender assignor thereunder shalland/or the assignee, with each assignment. The Borrower will provide the list of Disqualified Lenders to the extent Second Lien Agent, and the Second Lien Agent will make the list of Disqualified Lenders available to a Second Lien Lender upon request by such Second Lien Lender. In addition, the Second Lien Loan Documents will provide that rights and obligations hereunder have been assigned by it pursuant assignments of loans under the Second Lien Facility to such Assignment and Acceptance, relinquish the Borrower or any of its rights and subsidiaries will be released from its obligations under this Agreement (andpermitted through Dutch auctions open to all Second Lien Lenders on a pro rata basis in accordance with customary procedures, in the each case so long as (i) no Event of an Assignment Default has occurred and Acceptance covering all is continuing or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided that with respect would result after giving effect to any amounts payable as of the date of such assignment pursuant to Sections 2.09clause (b); and (ii) the Second Lien Loans purchased are automatically and immediately cancelled. The Second Lien Lenders will be permitted to participate loans and commitments to other people (except Disqualified Lenders). Voting rights of participants will be limited to matters in respect of (a) increases in commitments participated to such participant, 2.11 (b) reductions of principal, interest (other than default interests) or 9.04fees (it being understood and agreed that the waiver of any mandatory prepayment, default interest, default or event of default will not require the consent of the participant), and (c) extensions of scheduled amortization, date of payment of interest and any fee or final maturity and (d) releases of all or substantially all of the Collateral or all or substantially all of the aggregate value of the Second Lien Guarantees (other than in connection with any transfer or sale of Collateral or of the relevant Guarantor or any other transaction permitted by the Second Lien Loan Documents). Exhibit A to Exchange Agreement Notwithstanding the foregoing, in no event will the Second Lien Agent be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce compliance with the provisions hereof relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Borrowers Second Lien Agent shall not (x) ‎be obligated to ascertain, monitor or inquire as to whether any Second Lien Lender or participant or prospective Second Lien Lender or participant is a Disqualified Lender or (y) have no greater obligation any liability with respect to the assignee than it had or arising out of any assignment or participation of commitments or loans, or disclosure of confidential information, to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunderDisqualified Lender.

Assignments and Participations. (a) Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment Loans, its Notes, and the Advances owing to itits Revolving Credit Commitment); provided, however, that (i) each such assignment shall be to an Eligible Assignee; (ii) each such assignment by a Lender shall (A) be of an equal percentage of all of its rights and obligations under both the Revolving Credit Facility and the Five Year Facility, (B) be of a constant, and not a varying, percentage of all of its rights and obligations under this Agreement and its Notes, and under the Five Year Facility Credit Agreement and the promissory notes issued thereunder and (C) result in the assigning Lender having an equivalent Applicable Commitment Percentage under both the Revolving Credit Facility and the Five Year Facility and the assignee Lender having an equivalent Applicable Commitment Percentage under both the Revolving Credit Facility and the Five Year Facility; (iii) except in the case of an assignment to another Lender or an assignment of all of a Lender's rights and obligations under this Agreement and under the Five Year Facility Credit Agreement, any partial assignment of a Lender's Revolving Credit Commitment and its Five Year Facility Commitment shall be in an aggregate amount at least equal to $10,000,000 or an integral multiple of $5,000,000 in excess thereof; (iv) except in the case of an assignment of all of a Lender's rights and obligations under this Agreement, (ii) after giving effect to any such assignment, (1) the assigning no Lender shall no longer have make any assignment that would result in the sum of its Revolving Credit Commitment or (2) the amount of the and its Five Year Facility Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be being less than $5,000,000 and assigned amounts must be 15,000,000; (v) in increments the event a Lender assigns all of $1,000,000its Revolving Credit Commitment, (iii) each such assignment shall be to an Eligible Assignee, must include all of its Competitive Bid Loans; and (ivvi) the parties to each such assignment shall execute and deliver to the Administrative Agent, Agent for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate of a Lender and such consent by the Company shall not be required if an Event of Default has occurred and is continuing3,500. Upon such execution, delivery, and acceptance and recording, from and after the effective date specified in each of such Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to of such Assignment and Acceptanceassignment, have the rights obligations, rights, and obligations benefits of a Lender hereunder and (y) the assigning Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to of such Assignment and Acceptanceassignment, relinquish its rights and be released from its obligations under this Agreement Agreement; provided, the assigning Lender shall be entitled to reimbursement from the Borrower with respect to amounts payable pursuant to Sections 4.01, 4.05, 4.06, 11.06 and 11.11 in connection with events prior to such assignment; provided further, to the extent the Borrower makes any such payments to the assigning Lender, the Borrower shall not be required to also pay the assignee such amounts. Upon the consummation of any assignment pursuant to this Section, the assignor, the Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrower and the Agent certification as to exemption from deduction or withholding of Taxes in accordance with Section 4.06. (andb) The Agent shall maintain at its Principal Office a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitment of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the case Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon its receipt of an Assignment and Acceptance covering executed by the parties thereto, together with any Note subject to such assignment and payment of the processing fee, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the parties thereto. (d) Each Lender may sell participations to one or more Persons in a portion of its rights, obligations or rights and obligations under this Agreement (including all or the remaining a portion of an assigning Lender's its Commitment or its Loans); provided, however, that (i) such Lender s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the yield protection provisions contained in Article IV and the right of setoff contained in Section 11.04, and (iv) the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender s rights and obligations under this Agreement, and such Lender shall cease retain the sole right to be a party hereto); provided that with respect to any amounts payable as enforce the obligations of the Borrower relating to its Loans and its Notes and to approve any amendment, modification, or waiver of any provision of this Agreement (other than amendments, modifications, or waivers decreasing the amount of principal of or the rate at which interest is payable on such Loans or Notes, extending any scheduled principal payment date or date fixed for the payment of interest on such assignment pursuant to Sections 2.09Loans or Notes, 2.11 or 9.04extending its Revolving Credit Commitment). (e) Notwithstanding any other provision set forth in this Agreement, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any any Lender may at any time assign and pledge or assign all or any portion of its rights hereunder Loans and its Note to a any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank; provided, that no . No such pledge or assignment shall release the assigning Lender from its obligations hereunder. (f) Any Lender may furnish any information concerning the Borrower or any of its Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants), subject, however, to the provisions of Section 11.03 hereof. (g) The Borrower may not assign any rights, powers, duties or obligations under this Agreement or the other Loan Documents without the prior written consent of its obligations hereunder.all the Lenders. 11.02

Assignments and Participations. (a) Each Any Lender may may, with the written consent of Agent, assign and delegate to one or more Eligible Assignees all Transferees (each an "Assignee") all, or a portion any ratable part, of its the Obligations, the Commitments, and the other rights and obligations of such Lender hereunder and under this Agreement the other Loan Documents, in a minimum Commitment amount (including, without limitation, all or if such assignment is a portion partial assignment) of its Commitment and the Advances owing to it)$5,000,000; provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) each written notice of such assignment shall be of a constantassignment, together with payment instructions, addresses, and not a varyingrelated information with respect to the Assignee, percentage of all of shall have been given to Borrower and Agent by such Lender and the assigning Lender's rights and obligations under this Agreement, Assignee; (ii) after giving effect such Lender and its Assignee shall have delivered to any such assignment, Borrower and Agent a fully executed Assignment and Acceptance (1"Assignment and Acceptance") in the form of Exhibit 15.1; and (iii) the assigning assignor Lender shall no longer have any Commitment or (2) Assignee has paid to Agent for Agent's sole and separate account a processing fee in the amount of the Commitment of both the assigning Lender and the Eligible Assignee party to such assignment (in each case determined as of the date of the Assignment and Acceptance with respect to such assignment) shall not be less than $5,000,000 and assigned amounts must be in increments of $1,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver 2,500. Anything contained herein to the Administrative Agentcontrary notwithstanding, for its acceptance and recording in the Register, an Assignment and Acceptance, and a processing and recordation fee consent of $3,500 to the Administrative Agent, and (v) the Company and the Administrative Agent shall have consented to such assignment, which consent shall not be unreasonably withheld; except that such consent shall not be required for an assignment to another Lender or an Affiliate (and payment of a Lender and such consent by the Company any fees shall not be required required) if an Event such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of Default has occurred and is continuingall or any substantial portion of the business or loan portfolio of such Lender. Upon such execution, delivery, acceptance and recording, from 80 (b) From and after the effective date specified in each that Agent notifies the assignor Lender that it has received a fully executed Assignment and AcceptanceAcceptance and payment of the above-referenced processing fee, (xi) 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, shall have the rights and obligations of a Lender hereunder under the Loan Documents, and (yii) the assignor Lender assignor thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this AgreementAgreement and the other Loan Documents, such Lender shall cease to be a party heretohereto and thereto); provided that with respect to any amounts payable as of the date of such assignment pursuant to Sections 2.09, 2.11 or 9.04, the Borrowers shall have no greater obligation to the assignee than it had to the assignor. Any Lender may at any time pledge or assign all or any portion of its rights hereunder to a Federal Reserve Bank; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder.